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Tyco buying CIT for $9.2B
Diversified manufacturer acquiring financial services firm for cash and stock
NEW YORK (CNNfn) - Tyco International Ltd. agreed Tuesday to acquire commercial finance firm CIT Group Inc. for $9.2 billion in cash and stock, giving the diversified manufacturer a financial services arm.
Tyco will exchange 0.6907 share for each share of CIT, valuing the transaction at $35.02 per CIT share based on Tyco's close of $50.70 Monday. The ratio represents a 54 percent premium to CIT's closing price Monday of $22.75.
The purchase includes the 27 percent CIT stake, or 71 million shares,� held by Japan's Dai-ichi Kangyo Bank, for which Tyco will pay $35.02 a share cash, or $2.5 billion.
The news sent CIT shares soaring $7.55, or 33.19 percent, to $30.30 at midday Tuesday. Tyco fell $5.50, or 10.85 percent, to $45.20.
The transaction, which is expected to close in July, will immediately add to Tyco's earnings, the companies said. The purchase will add 2 cents a share to Tyco earnings in the current year and 10 cents in the next full fiscal year, a spokeswoman said.
The boards of both companies have approved the transaction, which still requires regulatory approval as well as shareholder endorsement.
Tyco already lends money to its clients, but the CIT purchase will let it finance customer purchases of its products and services, the spokeswoman said.
"After evaluating several paths to this goal, including developing a financing capability in-house, we concluded that acquiring CIT gives us a faster, more efficient and more robust solution at lower risk than anything we might have done internally or through joint-venture or other approaches," Tyco Chairman and CEO L. Dennis Kozlowski said.
Once the deal is consummated, CIT will sell up to $6 billion in non-core or underperforming assets, which may include trucking, overseas, recreational vehicles and manufactured housing, the spokeswoman said.
Albert Gamper Jr., who has served as CIT's Chairman and CEO since 1987, will remain CEO and President of CIT and will join Tyco's board.
Another GE?
Tyco is trying to become the next General Electric (GE: Research, Estimates), one analyst said. Stamford, Conn.-based GE Capital, the financial services arm of GE, accounts for about 40 percent of GE's revenue, offering personal and business financing globally.
New York-based CIT (CIT: Research, Estimates) is a diversified commercial lender with $50.4 billion in managed assets, mostly in the form of loans. In 1999, CIT bought Newcourt Credit Group, the biggest nonbank lender in Canada, for about $4.2 billion in stock.
Bermuda-based Tyco (TYC: Research, Estimates), which has operational headquarters in Exeter, N.H., makes electronics, fire and security systems, disposable medical supplies, and flow-control products such as valves.
The CIT purchase is the largest for Tyco since it agreed to buy AMP Inc. for $11.3 billion in November 1998. In December, Tyco agreed to acquire Simplex Time Recorder Co. for $1.15 billion cash in a move to expand its security product offerings. That followed the purchase in November of Lucent Power Systems, a unit of telecom equipment maker Lucent Technologies, for $2.5 billion.
"Tyco didn't have any financial services prior to this acquisition," analyst Walter Liptak of McDonald Investments Inc. said. "They are trying to diversify and get consistent earnings growth."
Tyco likely will purchases other financial services firms to boost its offerings, Liptak said.
Telemics Is Acquired By Tyco Electronics
LOUISVILLE, KY (July 13, 2006) –Louisville, Kentucky-based technology firm Telemics, Inc. has been acquired by Tyco Electronics Corp., a segment of Tyco International, Ltd. (NYSE: TYC, BSX: TYC). Terms of the asset purchase were not disclosed.
Tyco Electronics is the world’s largest pas sive component manufacturer; a leader in cutting-edge wireless components, complete power systems, and premise wiring components and systems; and a provider of critical communications systems to the Land Mobile Radio industry. With $12.2 billion in 2005 sales, the company has 88,000 employees in 54 countries.
Telemics President & CEO Eddie Johnson said, “We are delighted to become part of the Tyco global family and look forward to continuing to develop the remote light monitoring market on a worldwide basi s as part of the Tyco Electronics’ technology portfolio.”Mr. Johnson has been named Director for Intelligent Lighting of Tyco Electronics’ Energy Division. In addition, several other Telemics employees have accepted positions with Tyco Electronics and will remain in Kentucky.
Founded in 1999 by Scott Roussell, Yandell Wood, and Steve Payne, Telemics has developed a patented web based, wireless mesh network of remote sensors designed to monitor and report the condition of street lights which is currently being introduced to the US street lighting authorities and utilities. This technology enables cities such as Los Angeles and major utilities such as Arizona Public Service to remotely monitor and control their street lights to reduce the cost of operating them while at the same time enabling the repair of broken lights quicker.
Since 1999, Telemics has received venture capital funding from Chrysalis Ventures, Prosperitas Investment Partners, Mayfair Capital, Iceberg Ventures, and B.F. Capital, Inc. According to Bob Saunders, Chrysalis Ventures Managing Director and Telemics board member, “Telemics has developed a cutting-edge technology that dramatically improves efficiency and reduces street light outage time while minimizing the need for reactive maintenance. This acquisition will not only allow further development and distribution of the existing technology worldwide, but also deployment in other new monitoring and control applications.”
Dale Boden, chairman of the Telemics board and president of BF Capit al, added, “This is a milestone day for technology development and transfer in Louisville. Telemics’ locally conceived, developed, and financed technology is now on track to be deployed around the globe by one of the industry leaders. This is great news fo r the company and for our community.”
About Telemics, Inc.
Louisville, Kentucky based Telemics is a privately held company formed in 1999 to invent, productize, and sell reliable, cost effective, and easy to deploy wireless based remote sensing
technologies for lighting and other applications. For more information, please visit .
Tyco Electronics Completes Acquisition of ADC
Tyco Electronics Ltd. (NYSE: TEL) today announced the completion of the acquisition of ADC Telecommunications, Inc. (Nasdaq: ADCT). The combination of Tyco Electronics (TE) and ADC positions the company as a world leader in broadband connectivity.
Tom Lynch, Chief Executive Officer of TE, said, "With our expanded product offering and strong position in every major geographic region, TE will provide the broad range of products and solutions our customers need to keep pace with the rapidly increasing demand for video and data connectivity anytime and anywhere."
TE announced earlier today the successful completion of its tender offer to purchase the outstanding shares of common stock of ADC, which expired on Wednesday, Dec. 8, 2010. TE then consummated the short-form merger, and ADC became an indirect wholly-owned subsidiary of TE.
TE will provide updated guidance on its fiscal first quarter earnings call in January.
TE Connectivity acquires Deutsch Group
Electronic components manufacturer TE Connectivity Ltd. said Wednesday, Nov. 30, it would buy Deutsch Group SAS for €1.55 billion ($2.06 billion) as the former unit of conglomerate Tyco International Ltd. seeks to click into new markets.
Schaffhausen, Switzerland-based TE, which was formerly known as Tyco Electronics Ltd., said it has made a binding offer to buy the business from French investment group Wendel Investissement SA.
Founded in California in 1938, Deutsch is a global seller of specialty connection products used in harsh environments. The Paris-based company expects to generate sales of about $670 million in 2011. Wendel bought Deutsch from its founding family in 2006 for $1.04 billion, and expects to receive net proceeds of about €954 million from the sale.
This is the largest deal for TE Connectivity since the company was spun out of Tyco in 2007, topping its $1.2 billion purchase of ADC Telecommunications Inc. last year.
Initially following the split TE Connectivity was focused on portfolio trimming, divesting assets including its radio frequency components unit to Cobham plc for $525 million and its wireless systems division to Harris Corp. for $675 million. But the company's dealmaking strategy of late
has been more focused on growth, with Deutsch expected to add a range of connectivity products used in harsh environment applications and boost its presence in the defense and transport markets.
"The acquisition of Deutsch is a major step in executing our vision to provide the most complete range of connectivity solutions for our customers worldwide," TE Connectivity chief executive Tom Lynch said in a statement. "The complementary nature of the products provided by our two companies will enable us to better serve customers in key industries, especially industrial transportation, industrial equipment, aerospace and defense, rail, and offshore oil and gas."
TE Connectivity said it would fund the purchase through existing cash and debt. The deal is subject to regulatory approvals and the acceptance of a binding offer by Wendel, which can only occur after consultation with the target's workers' councils. TE expects to close the deal in the first half of next year.
Bel Closes Acquisition of TE Connectivity's Transpower Magnetics Business
Bel Fuse Inc. (BELFA)(BELFB) announced today that it has closed the previously announced acquisition of the Transpower magnetics business from TE Connectivity. Bel paid approximately $22.4 million in cash to acquire the business, which had trailing twelve month revenue of approximately $75 million and employs approximately 2,500 people at its 237,000 square foot manufacturing facility in Changping, China. The acquisition is expected to be accretive to Bel's earnings beginning in the second quarter of 2013.
Among the integrated connector module (ICM) products included in the Transpower acquisition are RJ45 connectors for 10/100, 1G, 10G and PoE/PoE+ capable, MRJ21 connectors, RJ.5 connectors and a line of modules for smart-grid applications and discrete magnetics. Bel also received a license to produce ICM products using TE's planar embedded magnetics technology.
Daniel Bernstein, Bel's President and CEO, said, "By solidifying Bel's position as a world leader in ICMs, this acquisition is a major step forward in our strategy to increase Bel's growth and profitability in both the short and long term.
"Trading under the name TRP International, we expect Bel's new division to double our sales of ICMs and related components. We also will benefit from various manufacturing, purchasing and engineering synergies that will enable us to further improve Bel's cost structure and enhance our competitive position in this market. By selecting Bel as the acquiring company, TE showed its confidence that Bel will provide the same high level of service to customers that continue to purchase from both our companies. Demonstrating our commitment to this goal, Bel will retain the Changping manufacturing facility and key associates who support the business unit."
Houlihan Lokey Investment Bank and Stephens Inc. acted as financial advisors to Bel in this
transaction.
Tyco发展的Timeline
1960s
Founded by Arthur J. Rosenburg, Ph.D. in 1960, Tyco, Inc. was formed as an investment and holding company with two segments: Tyco Semiconductors and The Materials Research Laboratory. In the first two years of operation, the company focused primarily on governmental experiments in the private sector.
In 1962, the business was incorporated in Massachusetts and refocused on high-tech materials science and energy conservation products. Two years later in 1964, the company went public and began to fill gaps in its development and distribution network by acquiring Mule Battery Products, the first of Tyco 16 acquisitions in the next four years.
1970s
Cover scan of the final issue of Tyco World, May 2006
In the 1970s Tyco boomed, beginning the decade with consolidated sales and stockholder equity reaching $34 million and $15 million, respectively.
In 1974, Tyco was listed on the New York Stock Exchange (NYSE).
By the end of the decade, Tyco had a larger and more diverse corporation with sales topping $500 million and a net worth of nearly $140 million. Tyco success was largely attributed to ambitious acquisitions of Simplex Technology, Grinnell Fire Protection Systems, Armin Plastics and the Ludlow Corporation.
1980s
Following an aggressive acquisition period through the 1970s, Tyco management focused the early 1980s on organizing its newly acquired subsidiaries. Tyco divided the company into three business segments (Fire Protection, Electronics, and Packaging), and implemented strategies to achieve significant market share in each of Tyco product lines.
Once organized, Tyco returned to the strategy of growth by acquisition in the later part of the decade acquiring Grinnell Corporation, Allied Tube and Conduit, and the Mueller Company. Tyco then again, reorganized its subsidiaries into four segments: Electrical and
Electronic Components, Healthcare and Specialty Products, Fire and Security Services and Flow Control. This reorganization remained in place until 2007 when current CEO, Ed Breen spun off the Electrical and Healthcare segments to create three publicly independent companies.
1990s
In 1992, Dennis Kozlowski became CEO of Tyco International, and, for the next several years, the company again adopted an aggressive acquisition strategy, eventually acquiring (by some accounts) over 1000 other companies between 1991 and 2001.
Major acquisitions in the 1990s included: Wormald International Limited, Neotecha, Hindle/Winn, Classic Medical, Uni-Patch, Promeon, Preferred Pipe, Kendall International Co., Tectron Tube, Unistrut, Earth Technology Corporation, Professional Medical Products, Inc., Thorn Security, Carlisle, Watts Waterworks Businesses, Sempell, ElectroStar, American Pipe & Tube, Submarine Systems Inc., Keystone, INBRAND, Sherwood Davis & Geck, United States Surgical, Wells Fargo Alarm, AMP, Raychem, Glynwed, Temasa and Central Sprinkler designs.
To reflect Tyco global presence following the abundant acquisitions, the company name was changed from Tyco Laboratories, Inc. to Tyco International Ltd. in 1993. In addition, Tyco launched The Pipeline, an internal employee newsletter; the title was later changed to Tyco World. Its final issue was published in April-May 2006.
In 1996, Tyco was added to the Standard & Poor's S&P 500 Composite Index, which consists of the 500 publicly-traded companies in the United States with the largest market capitalization.
In July 1997, Tyco merged by reverse takeover with smaller publicly-traded security services company named ADT Limited, controlled by Lord Ashcroft. Upon consummation of the merger, Tyco International Ltd. of Massachusetts became a wholly-owned subsidiary of ADT Limited, and simultaneously ADT changed its name to Tyco International Ltd., retaining the former Tyco stock symbol, TYC. The merger moved Tyco incorporation to Bermuda, where it was headquartered in the colonial capital of Hamilton. A new subsidiary named ADT Security Services was also formed out of the merger.
In 1999 Tyco acquired two S&P 500 companies in a US$3 billion buyout; the electronics connector manufacturer AMP Inc. and a global leader in materials science, Raychem Corp.
In 2000, Tyco closed the year spinning off a deep-sea fiber-optic cable-laying division it had purchased from AT&T as Tyco Submarine Systems in a much anticipated initial public offering.
2000-2001
Tyco aggressive acquisition strategy continued into the early 2000s, with the purchases of General Surgical Innovations, Siemens Electrochemical Components, AFC Cable and Praegitzer. The additions gave Tyco an ending fiscal 2000 year revenue exceeding $28 billion, near $2 billion coming from the sale by a subsidiary of its common shares.
In the fiscal 2001 year, Tyco acquired Mallinckrodt Inc. and Simplex Time Recorder Company which it later merged in January 2002 with Grinnell Fire Protection to form an indirect wholly-owned subsidiary, SimplexGrinnell LP, the world's largest fire protection company. For the year ended September 2001, the company's book value exceeded $110 billion. However, the company more than doubled its long-term debt, by over $80 billion.
In October 2001, the Engineered Products and Services segment acquired Century Tube Corp, and followed it by buying Water & Power Technologies in November 2001. The following November, the Tyco Electronics segment acquired Transpower Technologies. The next month, the Plastics and Adhesives segment acquired LINQ Industrial Fabrics, Inc.
Early 2002
With complexity growing within Tyco subsidiaries, in January 2002, Tyco announced a plan to split the business into four separate companies. However, this plan was abandoned after a downgrade in its credit rating and a significant drop in its stock price.
Later that month, Tyco acquisitions continued throughout all of its segments: the Electronics segment acquired Communications Instruments, Inc. The Healthcare segment bought Paragon Trade Brands. The Engineered Products and Services segment acquired Clean Air Systems. And the fire and Security segment of Tyco acquired SBC/Smith Alarm Systems, DSC Group, and Sensormatic Electronics Corp.
For all the acquisitions Tyco made in 2002, the company also incurred extensive losses. During the first quarter of 2002, following the recession of the previous year, the electronics segment recorded a charge of over $2 billion, related to massive overcapacity of fiber-optic cable, which in turn affected the in-process buildout of Tyco's global undersea fiber-optic network, known as Tyco Global Network (TGN). TGN generated a loss for fiscal 2002 of over $3 billion, with a restructuring charge of over $500 million. Construction of TGN was eventually completed in 2003.
The electronics segment also recorded over $1 billion in restructuring charges in 2002 from inventory write-down and facility closures. In addition, 2002 struck Tyco with two goodwill impairments, the first for over $500 million in the second quarter, due to their fiber-cable overcapacity issue and other corporate problems. The second, costing the electronics segment $250 million related to sales issues in Power Systems, Electrical Contracting Services, and the Printed Circuit Group. To make Tyco financial matters worse, the company lost over a quarter of $1 billion in investment during 2002 in FLAG Telecom Holdings Ltd.
In an effort to cut losses, on July 8, 2002, Tyco divested its Tyco Capital business through an initial public offering, with the sale of 100% of the common shares in CIT Group Incorporated. It recorded the CIT divestment as discontinued operations for 2002, for a $6 billion loss, and as an almost $7 billion impairment charge. That month, the Tyco Healthcare segment also divested Surgical Dynamics, Inc.
For the year ended September 2002, Tyco revenue rose to nearly $35 billion. However, it suffered more than a $9 billion loss that year, which included the asset impairment write-down of TGN by over $3 billion, losses of nearly $2 billion for the two restructuring charges, and over $1 billion from the two goodwill impairment charges. In all, the net charges totaled nearly $7 billion of the loss that year. The stock price plummeted.
To add to the financial woes of the company, midway through the fiscal 2002 year, Tyco became embroiled in a massive scandal involving the excesses by its former chairman and CEO, L. Dennis Kozlowski, and his senior management team. Kozlowski resigned and former Tyco CEO John F. Fort became interim CEO until the board of directors completed a search for a permanent replacement. As a consequence, on June 17, 2002, Tyco filed federal suit against Mark H. Swartz, Tyco's former executive vice president and chief corporate counsel, and Frank E. Walsh, a former director.
Late 2002
In July 2002, Edward D. Breen was appointed president, CEO, and chairman of Tyco for an initial three-year term. Breen had previously been president and COO of Motorola since his promotion at that company in January 2002.
Breen made an immediate impact on Tyco bringing his world-class leadership team which gutted the board of directors and leadership team that worked with Kozlowski. One month after his appointment, Tyco announced the appointment of John Krol as lead director of the Board of Directors with the priority of improving Tyco's Corporate Governance.
Breen made additional changes, appointing David FitzPatrick as Executive Vice President and CFO, William Lytton, Executive Vice President and General Counsel, and Eric Pillmore as Senior Vice President of Corporate Governance.
With a new management team in place, Tyco began a two phase internal investigation of former CEO Kozlowski. The investigation led to Tyco filing two federal law suits. On September 12 and December 6, 2002, Tyco filed a federal suit against Kozlowski and an arbitration claim against former CFO and director, Mark H. Swartz. Swartz, however, failed to submit to the American Arbitration Association and Tyco followed with a federal suit against him.
On November 27, 2002, the State of New Jersey took action in the scandal, filing a federal suit against Tyco and former personnel, with charges in part of violating the New Jersey
Racketeer Influenced and Corrupt Organizations Act (RICO) statute, stemming from the Kozlowski scandal.
As a result of the scandal, Tyco and some former directors and officers were named as defendants in more than two dozen securities class-action lawsuits. Most of the cases were consolidated and transferred to the United States District Court for the District of New Hampshire and filed by court-appointed lead plaintiffs on January 28, 2003, as the case In Re Tyco International Securities Litigation, citing causes of action under the Securities Act of 1933 and the Securities Exchange Act of 1934. That March 31, Tyco made a motion to dismiss, which was granted in part over a year later, on October 14, 2004.
2003
On February 3, 2003, the scandal continued to play out in the courts, Tyco and more personnel were again named as defendants in an amended consolidated class-action federal suit brought on behalf of retirees in its Retirement Savings and Investment Plans, citing causes under the Employee Retirement Income Security Act. On December 2, 2004, the New Hampshire court granted in part Tyco's motion to dismiss.
Removed from the scandal, Tyco made internal moves within the company in 2003 forming its Plastics & Adhesives business segment, a former piece of the Healthcare & Specialty Products segment. Other changes came in Tyco corporate governance: Tyco board re-elected John Krol as lead director, Tyco reorganized the assignments of the board committee, adopted a new board of governance principles and new Delegation of Authority policy which strengthened control over cash disbursements within the company.
The final improvement on corporate governance came in the Guide to Ethical Conduct. The guide was produced to advise employees as to correct procedures and warn of unethical practices and behavior. All Tyco employees are now required to take a brief ethics course and sign an annual ethics statement.
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2004
In an effort to enhance consumer awareness and revive corporate image, in June 2004, Tyco launched a new global print-advertising campaign, yco a vital part of your world. Tyco also began a divestiture program following a review of its core businesses. Part of the plan was to sell TGN, which by then had been entirely written off in value. Agreement for the sale was reached in November.
In the second quarter of 2004, ADT Security sold off Sonitrol.
In all, within its divestiture program, by fiscal year end of 2004, Tyco had divested 21
businesses and liquidated four non-core businesses, primarily within the Fire and Security segment.
In September 2004, Tyco also divested Electrical Contracting Services from the electronics segment, due to a decrease in sales. After September 30, Tyco divested an additional seven non-core businesses, bringing the program aggregate proceeds up to $500 million that year.
By the end of 2004, Tyco employed under 260,000 people, with two-thirds outside the United States. Revenue was up strongly, to over $40 billion for the first time. Once again the strengthening euro against the dollar helped Tyco, accounting primarily for $1.5 billion of the increase in revenue. Various charges, losses, and debt repayment totaled nearly $1 billion in 2004, however profitability tripled that year to almost $3 billion.
2005
Videsh Sanchar Nigam Limited (VSNL), India acquired the Tyco Global Network (TGN) from Tyco International for $130 million. The chief stockholder in VSNL is India's Tata Group, also one of India's largest conglomerates. It was once valued at $3 billion during the telecommunications bubble.
Tyco continued its divesture program throughout 2005. The largest divesture coming in the announcement of a definitive agreement to sell its Plastics, Adhesives and Ludlow Coated Products businesses to an affiliate of private investment firm Apollo Management, L.P. Tyco believed the segment no longer fit within the company portfolio.
Tyco was awarded the largest statewide public safety communications project in the United States in 2004 when one of Tyco Electronics businesses, M/A-COM signed a contract to maintain New York Statewide Wireless Network (SWN). The contract was worth approximately $2 billion and would last for 20 years.
Tyco also acquired two key companies to its Healthcare segment. Vivant Medical Inc. and Florane Medical Implants.
2006-2007
By the end of the fiscal year 2006, Tyco revenue had eclipsed $17 Billion. Despite the strong cash flow, growing revenue and decreased debt, Tyco and its Board of Directors approved a plan to separate Tyco into three publicly independent companies. Tyco believed that this would allow for each segment to perform better within its particular market and create more value for its shareholders.
The separation was completed in July 2007, when Tyco separated into three publicly independent companies:
Covidien Ltd. (formerly Tyco Healthcare)
Tyco Electronics Ltd.
Tyco International Ltd. (formerly Tyco Fire & Security and Tyco Engineered Products & Services (TFS/TEPS))
Following the separation, Chairman and CEO, Ed Breen remained at the head of Tyco International, which is now composed of five major business segments: ADT Worldwide, Fire Protection Services, Safety Products, Flow Control and Electrical and Metal Products. The company generated revenue of $18.8 billion in 2007 and employs 118,000 people across all 50 states and in more than 60 countries.
Company separation
An announcement was made publicly on January 13, 2006, that the company would subdivide into three smaller independent companies.
An official "Separation Management Team" was created to deal with all aspects of the separation and to make it as smooth as possible for customers, employees, and shareholders. Bob Scott was announced as its leader. Scott had joined Tyco in 2004.
On June 29, 2007, Tyco completed the share distribution separating the company into three wholly independent, publicly traded companies, each with its own board of directors, CEO, management staff, and financial structure.
The three new companies became:
Covidien Ltd., formerly Tyco Healthcare
Tyco Electronics Ltd.
Tyco International Ltd., formerly Tyco Fire & Security and Tyco Engineered Products & Services (TFS/TEPS)
Edward Breen, CEO of Tyco at the time of the split, announced that he would be staying on as CEO of the newly structured Tyco International, overseeing TFS/TEPS.
Completing the share distribution, on June 29, shareholders received one common share each of the two new companies, Covidien and Tyco Electronics, for every four common shares held of the old Tyco International stock. That July 6, the new Tyco International issued a one-for-four reverse stock split.
Corporate scandal of 2002。