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Tyco Files Preliminary Proxy Statement
"The Board listened to the concerns of our shareholders and carefully evaluated the pros and cons of incorporating in the United States," said Tyco Chairman and Chief Executive Edward D. Breen. "Following a thorough review, the Board concluded that the interests of shareholders would be best served by making fundamental changes to our bylaws that strengthen shareholder rights and remaining a Bermuda company."
Tyco has been a Bermuda company since its 1997 combination with ADT Ltd., a British company chartered in Bermuda since 1984. Following that transaction, the combined entity was renamed Tyco International Ltd.
The company also announced in the preliminary proxy that the Audit Committee of the Board of Directors is undertaking a comprehensive auditor selection process to review qualified audit firms including PricewaterhouseCoopers LLP, the company's current auditor. The Audit Committee plans to make a decision on the external auditor in the near future.
Tyco International Ltd. is a diversified manufacturing and service company. Tyco is the world's leading provider of both electronic security services and fire protection services; the world's leading supplier of passive electronic components and a leading provider of undersea fiber optic networks and services; a world leader in the medical products industry; and the world's leading manufacturer of industrial valves and controls. Tyco also holds a strong leadership position in plastics and adhesives. Tyco operates in more than 100 countries and had fiscal 2003 revenues from continuing operations of approximately $37 billion.
IMPORTANT INFORMATION
On Jan. 9, 2004, Tyco filed a preliminary proxy statement with the Securities and Exchange Commission with respect to its 2004 Annual General Meeting of Shareholders scheduled for March 25, 2004. Tyco will file with the Commission, and will furnish to Tyco shareholders, a definitive proxy statement with respect to the 2004 Annual General Meeting of Shareholders. Tyco may also file additional proxy solicitation materials. TYCO ADVISES ALL SHAREHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT AND ANY ADDITIONAL PROXY SOLICITATION MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The preliminary proxy statement is, and the definitive proxy statement and any additional proxy solicitation materials will be, available for free at the Securities and Exchange Commission's Internet web site at www.sec.gov. You may also obtain a free copy of the preliminary proxy statement, the definitive proxy statement when it becomes available, and any other additional proxy solicitation materials, on Tyco's website at www.tyco.com.
Tyco, its Board of Directors and director nominees, its executive officers and certain other persons may be deemed to be participants in Tyco's solicitation of proxies with respect to the 2004 Annual General Meeting. Information concerning such participants and their interests is set forth in Tyco's proxy statement, which is available at the websites provided above.