Filed by Tyco International Ltd. and Mallickrodt Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Mallinckrodt Inc.
Commission File No. 1-483
FOR IMMEDIATE RELEASE:
(Monday, August 21, 2000)
CONTACTS:
Tyco International
Investor Relations Media Relations
J. Brad McGee Judith Czelusniak
Senior Vice President Senior Vice President, Corporate
Tyco International (US) Inc. Relations
(603) 778-9700 Tyco International (US) Inc.
(561) 988-7424
Mallinckrodt
Investor Relations Media Relations
Bob Martsching Barbara Abbett
Staff Vice President, Investor Relations Vice President, Corporate
Mallinckrodt Inc. Communications
(314) 654-3190 Mallinckrodt Inc.
(314) 654-5230
TYCO INTERNATIONAL AND MALLINCKRODT RECEIVE SECOND REQUEST FROM FEDERAL TRADE
COMMISSION
Companies Aim to Close Transaction by End of September
Pembroke, Bermuda and St. Louis, MO, August 21, 2000 -- Tyco International
Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC), a diversified manufacturing and service
company, and Mallinckrodt Inc. (NYSE: MKG), a global healthcare company,
today announced that they have received a second request for information from
the Federal Trade Commission with respect to Tyco's proposed acquisition of
Mallinckrodt. The second request focuses exclusively on the sales of
endotracheal tubes. Tyco's total annual worldwide sales of endotracheal
tubes are less than $20 million. Tyco and Mallinckrodt are working with the
Federal Trade Commission to resolve the issues relating to these sales and
are hopeful that the matter can be resolved in time to close the transaction
by the end of September, as originally anticipated.
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About Mallinckrodt
Mallinckrodt is a global manufacturer and distributor of specialty medical
products designed to sustain breathing, diagnose disease and relieve pain.
Mallinckrodt does business in more than 100 countries and had fiscal 2000 net
sales of $2.7 billion. Mallinckrodt is the industry leader in respiratory care
products, including those used for oxygen monitoring, critical care ventilation
and service as well as airway management disposables. In pharmaceuticals,
Mallinckrodt is the number one manufacturer of bulk narcotics and other drug
chemicals, and is the world's largest producer of acetaminophen. The growing
dosage pharmaceutical segment is focused on pain management, addiction therapy
and attention deficit hyperactivity disorder (ADHD). Mallinckrodt also provides
laboratory and microelectronic chemicals. Its imaging products include contrast
media used in x-ray, magnetic resonance imaging (MRI), computer axial tomography
(C-T) and ultrasound diagnostic procedures. Mallinckrodt's radiopharmaceuticals
are used for diagnostic and therapeutic nuclear medicine procedures.
About Tyco International
Tyco International Ltd. is a diversified manufacturing and service company. Tyco
is the world's largest manufacturer and servicer of electrical and electronic
components and undersea telecommunications systems, and the world's largest
manufacturer, installer and provider of fire protection systems and electronic
security services. Tyco has strong leadership positions in disposable medical
products, plastics and adhesives, and is the world's largest manufacturer of
flow control valves. Tyco operates in more than 80 countries and has expected
fiscal 2000 revenues of $28 billion.
Forward-Looking Information
This release contains certain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are subject to uncertainty and changes
in circumstances. Actual results may vary materially from the expectations
contained in the forward-looking statements. The forward-looking statements in
this release include statements addressing the following subjects: expected date
of closing the acquisition and future financial and operating results.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: inability to
obtain, or meet conditions imposed for, governmental approvals for Tyco's
acquisition of Mallinckrodt; failure of the Mallinckrodt shareholders to adopt
the agreement providing for Tyco's acquisition of Mallinckrodt; and other
economic, business, competitive and/or regulatory factors affecting Tyco's and
Mallinckrodt's businesses generally.
More detailed information about these factors is set forth in Tyco's and
Mallinckrodt's filings with the Securities and Exchange Commission, including
Tyco's Annual Report on Form 10-K, as amended, for the fiscal year ended
September 30, 1999, Mallinckrodt's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999, their most recent Quarterly Reports on Form 10-Q, as
amended, their Current Reports on Form 8-K, and the Proxy Statement/Prospectus
regarding the business combination dated August 10, 2000. Tyco and Mallinckrodt
are under no obligation to (and expressly disclaim any
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such obligation to) update or alter their forward-looking statements whether as
a result of new information, future events or otherwise.
* * * * * * * * * * * * *
Investors and security holders are advised to read the Proxy
Statement/Prospectus regarding the business combination transaction
referenced in the foregoing information, because it will contain important
information. The Proxy Statement/Prospectus, filed by Tyco International Ltd.
and Mallinckrodt Inc., dated August 10, 2000, is on file with the Securities
and Exchange. Investors and security holders may obtain a free copy of the
proxy statement/prospectus and other documents filed by Tyco and Mallinckrodt
at the Commission's web site at www.sec.gov. The proxy statement/ prospectus
and such other documents may also be obtained from Tyco or from Mallinckrodt
by directing such request to Tyco International Ltd., The Zurich Centre,
Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, tel: (441)
292-8674; or to Mallinckrodt Inc., Attention: Corporate Secretary, P.O. Box
5840, 675 McDonnell Boulevard, St. Louis, MO 63134, USA, tel. (314) 654-2000.
Mallinckrodt and certain other persons referred to below may be deemed to be
participants in the solicitation of proxies of Mallinckrodt's shareholders to
adopt the agreement providing for Tyco's acquisition of Mallinckrodt. The
participants in this solicitation may include the directors and executive
officers of Mallinckrodt, who may have an interest in the transaction including
as a result of holding shares or options of Mallinckrodt. A detailed list of the
names and interests of Mallinckrodt's directors and executive officers is
contained in Proxy Statement/Prospectus regarding the business combination dated
August 10, 2000.
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