8-KOther Events

Johnson Controls International plc 8-K Report, Corporate Update (Mar 5, 2010)

Filed March 5, 2010For Securities:JCI

Summary

This 8-K filing from Tyco International Ltd. (reporting as the registrant, not Johnson Controls International plc as initially stated in the prompt) announces a significant development in their previously announced acquisition of Brinks Home Security Holdings, Inc. (BHS). Specifically, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired. This expiration is a crucial step in the regulatory approval process for the transaction, removing a key hurdle and bringing Tyco closer to completing the acquisition of BHS. The filing also reminds investors about the ongoing registration process, with a Form S-4 filed with the SEC that includes a preliminary proxy statement for BHS shareholders and a preliminary prospectus for Tyco. While the specific date and location of the BHS shareholder meeting have not yet been announced, they are expected soon and will be detailed in the definitive proxy statement/prospectus. Investors are strongly urged to review these documents when they become available for comprehensive information on the proposed transaction.

Key Highlights

  • 1Expiration of the Hart-Scott-Rodino (HSR) antitrust waiting period for the acquisition of Brinks Home Security Holdings, Inc. (BHS).
  • 2This marks a significant regulatory milestone, removing a key impediment to the transaction's completion.
  • 3Tyco International Ltd. has filed a Form S-4 registration statement with the SEC, which includes a preliminary proxy statement for BHS shareholders and a preliminary prospectus for Tyco.
  • 4Details regarding the BHS shareholder meeting to vote on the acquisition are still to be announced but will be included in the definitive proxy statement/prospectus.
  • 5Investors are advised to read the definitive proxy statement/prospectus and other SEC filings for comprehensive information.
  • 6Information on where to access SEC filings and other relevant documents for both Tyco and BHS is provided.
  • 7Potential participants in the proxy solicitation for the transaction are identified, with details to be further disclosed.

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