Tyco Acquisition was advised by Mellon Investor Services, the exchange agent for the offer, that, as of midnight, New York City time, on Wednesday, October 10, 2001, a total of approximately 83 million Sensormatic common shares were tendered in the offer (including shares delivered through notice of guaranteed delivery), which constitutes approximately 86% of the total number of fully-diluted Sensormatic common shares as of such date.
The exchange ratio for the offer is 0.5189 of a Tyco common share for each Sensormatic common share.
Tyco also announced that Tyco Acquisition is providing a subsequent offering period for all remaining Sensormatic common shares which will expire at 5:00 p.m., New York City time, on Wednesday, October 17, 2001 unless further extended. All shares tendered during this subsequent offering period will be promptly accepted for exchange at the 0.5189 exchange ratio. There will be no withdrawal rights during this subsequent offering period.
As soon as practicable after the expiration of the subsequent offering period and the conversion or redemption of all Sensormatic preferred shares, Sensormatic will be merged with and into Tyco Acquisition with the surviving company becoming a wholly-owned subsidiary of Tyco. If after the expiration of the subsequent offering period and the conversion or redemption of the Sensormatic preferred shares Tyco Acquisition has acquired at least 90% of the then outstanding Sensormatic common shares, the merger will be accomplished under short-form merger procedures without a vote of Sensormatic stockholders. In the merger, stockholders will receive the same consideration of 0.5189 of a Tyco common share per Sensormatic common share as received by stockholders in the offer.
Sensormatic is today sending a notice to the record holders of its preferred shares that on November 12, 2001, all outstanding Sensormatic preferred shares will be redeemed for an aggregate price, including dividends accruing through the redemption date, of $261.171 per preferred share ($26.117 per related depositary share). Prior to 5:00 p.m., New York City time, on November 9, 2001, Sensormatic preferred shares may be converted into Sensormatic common shares at a conversion price of $19.52 per common share. Preferred shares may also be converted, and the common shares issuable upon conversion tendered, during the subsequent offering period referred to above.