Exhibit 99.1
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 Relations
Tyco International (US) Inc. Tyco International (US) Inc.
(603) 778-9700 (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.
"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.
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"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 leader in bulk analgesic pharmaceuticals," Mr.
Kozlowski continued.
This acquisition will make Tyco Healthcare the leader in the fast growing
global respiratory care arena, 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 diagnostic imaging, 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.
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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 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 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; 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
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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.
* * * * * * * * * * * * *
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.
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