Summary
Johnson Controls International plc (JCI) announced on May 3, 2019, the commencement of a "modified Dutch auction" tender offer to repurchase up to $4 billion of its ordinary shares. This significant capital return to shareholders is funded by the recent divestiture of its Power Solutions business, which concluded on April 30, 2019. The offer aims to purchase shares at a price between $36.00 and $40.00 per share, allowing shareholders to decide the minimum price at which they are willing to sell.
Key Highlights
- 1Johnson Controls is launching a substantial $4 billion "modified Dutch auction" tender offer to buy back its own shares.
- 2The tender offer is funded by the proceeds from the sale of the Power Solutions business, completed on April 30, 2019.
- 3The offer price range is set between $36.00 and $40.00 per ordinary share.
- 4Shareholders can determine the minimum price they are willing to accept for their shares within the specified range.
- 5The tender offer is not contingent on any minimum number of shares being tendered or on financing.
- 6The announcement is made via a press release filed as an exhibit to the 8-K.
- 7This action represents a significant return of capital to shareholders.
Frequently Asked Questions
In a modified Dutch auction, the company specifies a price range within which it will buy back shares. Shareholders then submit bids stating the price within that range at which they are willing to sell their shares. The company will determine a single purchase price that will be paid to all tendering shareholders whose shares are accepted, which will be the lowest price within the range that allows the company to purchase the desired number of shares.
Johnson Controls intends to spend up to $4,000,000,000 (four billion dollars) to repurchase its ordinary shares through this tender offer.
The tender offer will be funded by a portion of the proceeds Johnson Controls received from the sale of its Power Solutions business, which was finalized on April 30, 2019.
The company is offering to purchase shares at a price not greater than $40.00 and not less than $36.00 per share.