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Tyco International Ltd. filed preliminary proxy materials with the U.S. Securities and Exchange Commission seeking approval by the company's shareholders for its previously announced plan to separate into three independent companies.
Under the plan announced on September 19, 2011, Tyco will spin off its North American residential and small business security company and its flow control business by means of tax-free stock dividends to Tyco shareholders. As announced on March 28, 2012, Tyco will combine its flow control business with Pentair Inc. in a tax-free all-stock merger that will occur immediately following the dividend distribution of the flow control business.
“The filing of our preliminary proxy marks another milestone in our progress towards separating Tyco into three independent companies,” said Tyco chairman and chief executive officer Ed Breen. “We have completed the process of selecting the leadership teams and boards of directors for Fire & Security and ADT and remain on track to complete the separation at the end of September.”
Tyco has also proposed for shareholder approval a post-separation quarterly dividend of $0.15 per share payable to Tyco shareholders on November 15, 2012 and February 20, 2013. These dividends would only be payable upon completion of the separation and would replace the previously approved Tyco International dividend payments for the same dates.
Tyco's proxy filing includes a proposal for the election of two nominees to the board of directors of the Fire & Security public company, which will consist of nine current members of Tyco's board and the two nominees as follows:
- Edward D. Breen, Tyco's current chairman and chief executive officer, who will become non-executive chairman of Fire & Security upon the completion of the separation. Breen has served as a Tyco director since 2002;
- Michael E. Daniels, senior vice president of global technology services at IBM and a Tyco director since 2010;
- Frank M. Drendel, (director nominee) founder and non-executive chairman of the board of CommScope Holding Company, Inc.;
- Brian Duperreault, president, chief executive officer and director of Marsh & McLennan Companies, Inc. and a Tyco director since 2004;
- Rajiv L. Gupta, former chairman and chief executive officer of Rohm and Haas Company and a Tyco director since 2005;
- John A. Krol, former chairman and chief executive of E.I. du Pont de Nemours & Company and a Tyco director since 2002;
- George R. Oliver (director nominee), current president of Tyco's Fire & Security segment, who will become chief executive officer of Fire & Security upon the completion of the separation;
- Brendan R. O'Neill, former chief executive officer of Imperial Chemical Industries and a Tyco director since 2003;
- William S. Stavropoulos, former chairman, president and chief executive officer of Dow Chemical Company and a Tyco director since 2007;
- Sandra S. Wijnberg, chief administrative officer of Aquiline Holdings LLC and a Tyco director since 2003;
- R. David Yost, former president and chief executive officer of AmerisourceBergen and a Tyco director since 2009.
Separately, Tyco also announced the appointment of the following individuals to the board of directors of The ADT Corporation:
- Thomas J. Colligan, former vice chairman and partner of PricewaterhouseCoopers LLP;
- Timothy M. Donahue, former executive chairman of Sprint Nextel Corporation and a Tyco director since 2008;
- Robert M. Dutkowsky, chief executive officer of Tech Data Corporation;
- Bruce S. Gordon, former president and chief executive officer of the NAACP and a Tyco director since 2003. Gordon will become non-executive chairman of the board of The ADT Corporation upon completion of the separation;
- Naren K. Gursahaney, current president of Tyco's ADT segment, Gursahaney will become chief executive officer of The ADT Corporation upon completion of the separation;
- Bridgette P. Heller, executive vice president of Merck & Co Inc. and president of Merck Consumer Care;
- Kathleen W. Hyle, former senior vice president and chief operating officer of Constellation Energy Group Inc.;
- Dinesh Paliwal, chairman of the board, chief executive officer and president of Harman International Industries, Incorporated, and a Tyco director since 2011.
These individuals will constitute The ADT Corporation board upon the completion of the separation. Tyco chairman and CEO Ed Breen will become a consultant to The ADT Corporation following the separation.
Completion of the transactions is subject to a number of conditions, including effectiveness of the registration statements filed with the SEC, receipt of necessary tax rulings, approval by Tyco shareholders of the spinoffs by way of tax-free dividend distributions, approval by Pentair shareholders of the merger with Tyco's flow control business, and other customary conditions.
Tyco International Ltd. announced that Arun Nayar will become executive vice president and chief financial officer of the remaining Fire & Security company upon the separation of Tyco into three independent companies.
Nayar is senior vice president, financial planning & analysis, investor relations and treasurer for Tyco. He joined the company in 2008 as senior vice president and treasurer, and also served as chief financial officer of ADT Worldwide. Nayar's career spans more than 35 years.
“Arun brings impressive financial leadership skills and experience to this role, including extensive knowledge and understanding of our businesses gained as a member of Tyco's senior leadership team,” said George Oliver, future chief executive officer of Fire & Security. “Arun will play an instrumental role in our preparations to become a standalone public company and in delivering on our financial performance commitments for sustained growth and profitability.”
Upon completion of the spin-offs of Tyco's North American residential and small business security company and its flow control business, the remaining Fire & Security business will be a global provider of security products and services, fire detection and suppression products and services and life safety products. Its broad portfolio of products and services, sold under well-known brands such as Tyco, SimplexGrinnell, Sensormatic, Wormald, Ansul, Simplex, Grinnell and Scott, serve security, fire detection and suppression and life safety needs in commercial, industrial, retail, institutional, and governmental markets, as well as residential and small business markets. Fire & Security employs 70,000 people across an extensive global footprint of more than 1,200 locations, serving customers in more than 100 countries.