Tyco International Declares Dividend In Connection With Company's Separation Into Three, Independent Publicly-Traded Companies

Jun 07, 2007, 01:00 ET from Tyco International Ltd.

    PEMBROKE, Bermuda, June 7 /PRNewswire-FirstCall/ -- The Board of
 Directors of Tyco International Ltd. (NYSE:   TYC; BSX: TYC) today formally
 approved the spin-offs of its healthcare and electronics businesses through
 a tax-free dividend distribution to Tyco International shareholders. The
 distributions will be made on June 29, 2007 (the distribution date) to
 shareholders of record on June 18, 2007 (the record date).
     "We are very pleased to reach this important milestone in the
 separation of Tyco International into three independent, publicly traded
 companies," said Tyco Chairman and Chief Executive Officer Edward Breen.
 "We are now in the final stages of completing this complex transaction
 which will provide these businesses with the focus and flexibility to
 achieve their long-term growth potential."
     In connection with the dividend distribution, each Tyco International
 shareholder will receive one common share of Covidien Ltd. and one common
 share of Tyco Electronics for every four common shares of Tyco
 International held at the close of business on the record date. Fractional
 common shares of Covidien or Tyco Electronics or Covidien will not be
 distributed and any Tyco International shareholder entitled to receive a
 fractional share will instead receive a cash payment. Immediately following
 the distributions, Tyco International's shareholders will own 100% of the
 common shares of Covidien and Tyco Electronics.
     The distributions have been structured to qualify as tax-free dividends
 to Tyco International shareholders for U.S. federal income tax purposes.
 Cash received in lieu of fractional shares, however, will be taxable.
 Shareholders are urged to consult with their tax advisor as to the specific
 tax consequences of the distribution to such shareholder.
     Tyco International currently has approximately 2 billion shares
 outstanding. Based on the distribution ratio noted above, approximately 500
 million shares of Tyco Electronics common stock and 500 million shares of
 Covidien common stock will be distributed to Tyco International
 shareholders. The Tyco International Board also approved a one-for-four
 reverse split which will become effectively immediately following the
 completion of the dividend distribution. Tyco's shareholders authorized the
 Board to implement the reverse stock split at a special shareholder meeting
 on March 8, 2007. Immediately following the distribution, every four common
 shares of Tyco International will be converted into one common share of
 Tyco International. As a result, Tyco International will have approximately
 500 million common shares outstanding after the reverse stock split.
     A letter of transmittal relating to the reverse stock split will be
 mailed to holders of certificates representing Tyco common shares once the
 reverse split is effective. These holders will ultimately receive their
 replacement shares in book-entry form and a cash payment for any fractional
     Common shares of Tyco International will continue to trade "regular
 way" (inclusive of the Covidien and Tyco Electronics dividend
 distributions) throughout the period leading up to and including the
 distribution date. Any holder of Tyco International common shares who sell
 such shares "regular way" on or before June 29, 2007 will also be selling
 their entitlement to receive common shares of Covidien or Tyco Electronics
 in respect of such shares. Investors are encouraged to consult with their
 financial advisors regarding the specific consequences of selling Tyco
 International common stock on or before the distribution date.
     Tyco Electronics and Covidien have filed applications to list their
 common stock on the New York Stock Exchange and the Bermuda Stock Exchange
 under the trading symbols "TEL" and "COV" respectively. Tyco International
 has been advised by the NYSE that shares of Tyco International, Tyco
 Electronics and Covidien will trade on a "when issued" basis on or about
 two business days prior to the record date. Tyco International "when
 issued" trades will settle after the distribution date without the benefit
 of the Tyco Electronics and Covidien distributions. Tyco Electronics and
 Covidien "when issued" trades will settle after the distribution date with
 shares of both as standalone companies.
     No action is required by Tyco International shareholders to receive
 their Covidien or Tyco Electronics common shares. Tyco International
 shareholders who hold Tyco International common shares as of the record
 date will receive a book-entry account statement reflecting their ownership
 of Covidien and Tyco Electronics common shares or their brokerage account
 will be credited for the shares.
     Information Statement
     Shortly after June 18, 2007, Tyco International will mail Information
 Statements to its shareholders of record as of the close of business on the
 record date. The Information Statements will include information regarding
 the distributions and the business and management of Covidien and Tyco
 Electronics, respectively, following the distributions. In addition, each
 of Covidien and Tyco Electronics intend to file important information
 related to the spin-offs, including their respective Information
 Statements, with the U.S. Securities and Exchange Commission ("SEC") on
 Form 8-K. The distribution of Covidien and Tyco Electronics common shares
 will be made as described in the applicable Information Statements relating
 to such securities, which have been filed with the SEC. This press release
 shall not constitute an offer to sell or the solicitation of an offer to
 buy, nor shall there by any sale of these securities in any state in which
 such an offer, solicitation, or sale would be unlawful prior to
 registration or qualification under the securities law of any such state.
     About the Businesses
     The three businesses being created through the separation are:
     Tyco International Ltd. (NYSE:   TYC) is a leading provider of security
 products and services, fire protection and detection products and services,
 flow control products, as well as electrical and metal conduit and
 construction materials. The company had 2006 revenues of more than $18
 billion and employs 115,000 people in more than 60 countries.
     Covidien, formerly Tyco Healthcare, is a global $10 billion
 manufacturer of leading medical devices and supplies, imaging products and
 pharmaceuticals. The Company employs more than 43,000 people worldwide and
 is dedicated to working with medical professionals to improve patient
 outcomes. Its portfolio of leading brands includes Autosuture, Kendall,
 Mallinckrodt, Nellcor, Puritan Bennett, Syneture and Valleylab.
     Tyco Electronics is a leading global provider of engineered electronic
 components, network solutions and wireless systems, with 2006 sales of
 $12.8 billion to customers in more than 150 countries. The company designs,
 manufactures and markets products for customers in industries from
 automotive, appliances and aerospace and defense to telecommunications,
 computers and consumer electronics.
     Forward-Looking Statements
     This release may contain certain forward-looking statements. These
 statements are based on management's current expectations and are subject
 to risks, uncertainty and changes in circumstances, which may cause actual
 results, performance or achievements to differ materially from anticipated
 results, performance or achievements. All statements contained herein that
 are not clearly historical in nature are forward-looking and the words
 "anticipate," "believe," "expect," "estimate," "plan," and similar
 expressions are generally intended to identify forward-looking statements.
 The forward- looking statements in this release include statements
 addressing the following subjects: future financial condition and operating
 results. Economic, business, competitive and/or regulatory factors
 affecting Tyco's businesses are examples of factors, among others, that
 could cause actual results to differ materially from those described in the
 forward-looking statements. Tyco is under no obligation to (and expressly
 disclaims any such obligation to) update or alter its forward-looking
 statements whether as a result of new information, future events or
 otherwise. More detailed information about these and other factors is set
 forth in Tyco's Annual Report on Form 10-K and 10-K/A for the fiscal year
 ended Sept. 29, 2006 and in Tyco's Quarterly Report on Form 10-Q and for
 the fiscal quarter ended March 30, 2007.

SOURCE Tyco International Ltd.