Summary
This 8-K filing from Tyco International Ltd. (JCI is a successor entity, but the filing is under Tyco at this time) reports on two significant corporate actions: amendments to its Articles of Association and the completion of its acquisition of Brink's Home Security Holdings, Inc. (BHS). The amendments to the Articles of Association, effective May 11, 2010, involved an increase in the company's registered share capital and an adjustment to the authorized share capital for future issuances, likely in preparation for or as a result of the BHS acquisition. The most critical event for investors is the completion of the acquisition of Brink's Home Security Holdings on May 14, 2010. This strategic move saw Tyco merge BHS into its subsidiary, Barricade Merger Sub, Inc. The transaction involved a mix of cash and Tyco shares, with shareholders of BHS receiving either cash, Tyco shares, or a combination thereof, depending on their election. The total cash consideration was $584.9 million, and approximately 35.16 million Tyco shares were issued.
Key Highlights
- 1Tyco International Ltd. completed the acquisition of Brink's Home Security Holdings, Inc. (BHS) on May 14, 2010.
- 2The acquisition was structured as a merger between BHS and Tyco's wholly-owned subsidiary, Barricade Merger Sub, Inc.
- 3BHS shareholders received a combination of cash and Tyco shares as consideration, with different terms for all-cash, all-stock, or mixed elections.
- 4The total cash paid for the acquisition amounted to $584.9 million.
- 5Tyco issued approximately 35.16 million shares of its common stock as part of the acquisition consideration.
- 6Tyco amended its Articles of Association on May 11, 2010, increasing registered share capital and adjusting authorized share capital, likely related to the BHS acquisition.
- 7A press release announcing the closing of the BHS merger was issued on May 14, 2010.