Summary
Johnson Controls International plc (JCI), through its filing of an 8-K on August 8, 2016, announced a temporary trading suspension, commonly known as a "blackout period," affecting directors and officers of Tyco International plc (Tyco) in connection with the proposed merger between Tyco and Johnson Controls. This suspension is mandated by Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR, triggered when a significant portion (at least 50%) of participants in individual account plans experience trading suspensions. The blackout is necessary due to administrative actions related to the merger, specifically a share consolidation, impacting participants in the Tyco International Retirement Savings and Investment Plan. This temporary restriction is crucial for investors to understand as it signifies an active and progressing merger between Tyco and Johnson Controls. While the blackout directly affects Tyco's insiders, it signals a significant corporate event that could influence the future value and structure of the combined entity. Investors should note that the blackout period is anticipated to commence on September 1, 2016, and conclude by September 9, 2016, during which time insiders will be restricted from most transactions involving Tyco Shares.
Key Highlights
- 1Tyco International plc is implementing a temporary trading blackout for its directors and officers.
- 2The blackout is a result of the pending merger between Tyco and Johnson Controls, Inc.
- 3This restriction is a compliance measure under Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR.
- 4The blackout will affect participants in the Tyco International Retirement Savings and Investment Plan regarding their holdings of Tyco Shares.
- 5The trading suspension is expected to last approximately four to six business days.
- 6The anticipated start date for the blackout is September 1, 2016, with an expected end date no later than September 9, 2016.