Filed by Tyco International Ltd. and Mallinckrodt Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Mallinckrodt Inc.
Commission File No. 1-483
FOR IMMEDIATE RELEASE:
(Wednesday, June 28, 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
Barbara Abbett
Vice President, Corporate Communications
Mallinckrodt Inc.
(314) 654-5230
TYCO INTERNATIONAL TO ACQUIRE MALLINCKRODT
Acquisition Will Have Immediate Positive Impact on Earnings;
Strengthens Tyco Healthcare's Leading Positions in Medical Devices
Pembroke, Bermuda and St. Louis, MO, June 28, 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 entered into a definitive agreement pursuant to which
Tyco will acquire Mallinckrodt. Mallinckrodt shareholders will receive Tyco
shares valued at $47.50 for each share of Mallinckrodt. The transaction is
valued at approximately $4.2 billion. Mallinckrodt, which had 1999 revenues of
$2.6 billion, has major positions in respiratory care, diagnostic imaging and
analgesic pharmaceuticals.
"Mallinckrodt provides an excellent strategic fit with Tyco Healthcare, with
complementary products, services and geographic reach, as well as platforms for
future growth," according to L. Dennis Kozlowski, Tyco's Chairman and Chief
Executive Officer.
<PAGE>
"The Mallinckrodt acquisition will be immediately accretive to Tyco's earnings,"
Mr. Kozlowski stated. "It offers consolidation opportunities as well as
significant manufacturing, purchasing and distribution synergies. Our past
acquisitions in Tyco Healthcare have achieved strong top line growth and
operating efficiencies. We expect that the acquisition of Mallinckrodt also will
provide ongoing positive benefits to Tyco shareholders.
"Tyco has a strong history of success in building leadership positions in the
healthcare industry. Tyco Healthcare has grown to be a powerful force in
disposable medical supplies and medical devices through previous acquisitions of
such industry brands as Kendall, United States Surgical, Auto Suture, Sherwood,
Davis & Geck, Graphic Controls and ValleyLab. With the addition of Mallinckrodt,
Tyco Healthcare will become the second-largest manufacturer, distributor and
servicer of medical devices worldwide, and the market leader in bulk analgesic
pharmaceuticals," Mr. Kozlowski continued.
This acquisition will make Tyco Healthcare the leader in the fast growing global
respiratory care market, with products such as Mallinckrodt endotracheal tubes,
Shiley tracheostomy tubes, Nellcor pulse oximeters, Puritan-Bennett ventilators,
and new technologies including the recently launched OxiFirst fetal oxygen
monitor and HELiOS liquid oxygen system. Mallinckrodt also is a leader in
developing new products in the growing alternate care markets for home oxygen
therapy, sleep therapy and portable ventilation. In the diagnostic imaging
market, Mallinckrodt has leadership positions in imaging contrast agents and
radiopharmaceuticals, including Optiray and OptiMark. Pharmaceutical products
include leadership positions in bulk pharmaceuticals and a rapidly growing
dosage product line.
"The combined strength of Mallinckrodt's products and Tyco's global sales and
service organization will allow Tyco Healthcare to leverage its international
infrastructure and enhance penetration in key geographic markets," stated Mr.
Kozlowski. "Mallinckrodt's strong positions in the respiratory, pharmaceuticals
and diagnostic imaging segments will provide Tyco with excellent platforms for
future acquisitions and licensing agreements."
C. Ray Holman, Chairman of the Board and Chief Executive Officer of
Mallinckrodt, said, "This transaction provides exceptional value for our
shareholders and allows Mallinckrodt shareholders to participate in the future
growth of Tyco. There has been substantial consolidation in our industry in
recent years and we expect that to continue. We believe companies most likely to
succeed will have higher sales, more leverage to operate globally and a larger
basket of products to take to consolidated purchasers. That's why our Board and
management team are very excited by the opportunities the combination with Tyco
presents for both companies, our investors and our customers."
The transaction, which will be accounted for as a purchase, is contingent upon
customary regulatory review and approval by Mallinckrodt shareholders. The
Boards of Directors of both companies have approved the transaction, which is
expected to be tax-free for the shareholders of Mallinckrodt. Under the terms of
the agreement, Mallinckrodt's shareholders will receive Tyco stock equivalent to
$47.50 for each share of Mallinckrodt. The number of Tyco shares they receive
will be based on the volume weighted average prices of Tyco shares on the New
York Stock Exchange composite tape for the five consecutive trading days ending
on the day before the conditions to the acquisition are satisfied.
<PAGE>
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 1999 net
sales of $2.6 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 the pharmaceuticals
market, 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; future financial and operating results; and timing
and benefits of the acquisition.
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; the risk that
the businesses of Tyco and Mallinckrodt will not be integrated successfully; 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, and their Current Reports on Form 8-K. Tyco and Mallinckrodt are under
no obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information, future
events or otherwise.
* * * * * * * * * * * * *
<PAGE>
Investors and security holders are advised to read the proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information, when it becomes available, because it will contain
important information. The proxy statement/prospectus will be filed with the
Securities and Exchange Commission by Tyco International Ltd. and Mallinckrodt
Inc. Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when available) 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 Mallinckrodt's Proxy Statement for its 1999 Annual Meeting, which
may be obtained without charge at the Commission's web site at www.sec.gov.
# # #
