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, September 18, 2000)
CONTACTS:
Tyco International
Investor Relations Media Relations
J. Brad McGee Judith Czelusniak
Senior Vice President Senior Vice President,
Tyco International (US) Inc. Corporate Relations
(603) 778-9700 Tyco International (US) Inc.
(561) 988-7424
Hudson Respiratory Care Inc.
Investor Relations Media Relations
Richard W. Johansen Richard W. Johansen
President President
Hudson RCI Hudson RCI
(909) 676-5611 (909) 676-5611
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 TO SELL SHERIDAN ENDOTRACHEAL TUBE
LINE TO HUDSON RCI
Pembroke, Bermuda, Temecula, CA and St. Louis, MO, September 18, 2000 -- Tyco
International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC), a diversified
manufacturing and service company, and Hudson Respiratory Inc. ("Hudson RCI"),
a manufacturer and marketer of disposable medical products utilized in the
respiratory care and anesthesia segments of the healthcare market, today
announced that they have reached an agreement whereby Hudson RCI will acquire
worldwide, the Sheridan line of endotracheal tubes from Tyco Healthcare. The
Sheridan line is sold globally and has annual revenues of approximately $15
million. Financial terms of the deal were not disclosed.
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The sale is being made by Tyco in connection with its previously announced
acquisition of Mallinckrodt Inc. (NYSE: MKG). In light of the sale
agreement, Tyco and Mallinckrodt are working to finalize negotiations with the
staff of the Federal Trade Commission, so that the sale to Hudson and the
Mallinckrodt acquisition can be presented to the Commission.
While it is difficult to predict the Commission's timetable, the companies are
hopeful to close the transactions in October, assuming approval of the
Mallinckrodt acquisition by the shareholders of Mallinckrodt at the meeting
scheduled to take place on September 19, 2000. The parties also hope to receive
foreign anti-trust clearance in this timeframe. Tyco expects that both the
Sheridan divestiture and Mallinckrodt acquisition will be consummated shortly
after receipt of approval by the anti-trust authorities.
About Hudson RCI
Hudson RCI is a leading manufacturer and marketer of disposable medical products
utilized in the respiratory care and anesthesia segments of the domestic and
international health care markets. The Company offers one of the broadest
respiratory care and anesthesia product lines in the industry. In the United
States, the Company markets its products to a variety of health care providers,
including hospitals and alternate site service providers such as outpatient
surgery centers, long-term care facilities, physician offices and home health
care agencies. Internationally, the Company sells its products to distributors
that market to hospitals and other health care providers. The Company's products
are sold throughout the United States and in more than 75 countries worldwide.
The Company has supplied the disposable respiratory care market for over 50
years and enjoys strong brand name recognition and leading market positions.
About Tyco International Ltd.
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.
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
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ultrasound diagnostic procedures. Mallinckrodt's radiopharmaceuticals are used
for diagnostic and therapeutic nuclear medicine procedures.
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 expected date of closing the sale
to Hudson RCI and the expected fiscal 2000 revenues of the companies. 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 Hudson RCI's acquisition
of the Sheridan line; 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, Hudson RCI's and Mallinckrodt's businesses
generally.
More detailed information about these factors is set forth in Tyco's, Hudson
RCI'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, Hudson RCI's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999,and Mallinckrodt's Annual Report on Form 10-K for
the fiscal year ended June 30, 2000; 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 Tyco/Mallinckrodt business combination dated
August 10, 2000. Tyco, Hudson RCI 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.
* * * * * * * * * * * *
Investors and security holders are advised to read the Proxy
Statement/Prospectus regarding the Tyco/Mallinckrodt 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
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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 the Proxy
Statement/Prospectus regarding the business combination dated August 10, 2000.
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