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CII Technologies To Merge With Tyco

04 December 2001

Hamilton, Bermuda: 4 December 2001 - CII Technologies, Inc. (f/k/a Communications Instruments, Inc.) announced today that its parent company, CIIT Holdings, Inc., has entered into a definitive merger agreement pursuant to which a subsidiary of Tyco International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC) will acquire CIIT Holdings, Inc. and its subsidiaries. While the Board of Directors of CIIT Holdings has unanimously approved the merger agreement, consummation of the merger remains subject to satisfaction of certain conditions, including the receipt of regulatory approvals and other customary closing conditions. The transaction is valued at approximately $310 million in cash.

CII Technologies provides advanced control electronic solutions in high performance relays, contactors, general purpose relays, transformers, and EMI/RFI filters to a diversified market place that includes aerospace, defense, communications, HVAC, and commercial/industrial equipment. Brand names include CII, Hartman, Kilovac, Corcom, Midtex, and Products Unlimited. Tyco International, Ltd. is a worldwide diversified manufacturing and service company. CII Technologies is headquartered in Asheville, North Carolina and has operations in the U.S., France, Germany, India and China. Additional information on the company is available at www.ciitech.com.

Michael A. Steinback, President and CEO of CII Technologies, stated, "Over the past years CII Technologies has achieved tremendous financial and operational growth and success. By becoming one of the Tyco family of companies, we will have an opportunity to continue that growth and success with an industry leader. We believe our customers and markets will benefit from the synergies we will gain from joining Tyco."

According to Tyco Electronics President Juergen Gromer: "As part of our ongoing strategy, the acquisition of CII Technologies is an excellent strategic fit, which further expands Tyco Electronics product portfolio, particularly in the industrial relay market. CII's leading technology and complementary products will further strengthen our market position on a global basis."

CIIT Holdings, Inc.'s majority shareholder is Code Hennessy and Simmons III, L.P., a Chicago, IL based private investment firm ("CHS"). Additional information on CHS is available at www.chsonline.com.