Tyco International Ltd. Recommends Rejection Of Below-Market "Mini-Tender" Offer From TRC Capital Corporation

PEMBROKE, Bermuda: May 31, 2005 - Tyco International Ltd. (NYSE: TYC, BSX: TYC) announced it has received notice of an unsolicited "mini-tender" offer by TRC Capital Corporation to purchase up to 3.5 million of Tyco's common shares, which represent less than 0.2% of the shares outstanding.  TRC Capital's unsolicited offer of $28.00 per share was approximately 3.2 percent below the $28.92 per share closing price of Tyco's common stock on May 17, 2005, the day before the mini-tender offer commenced€”meaning TRC Capital's offer price is below what shareholders could receive by selling their shares in the public market.

Tyco International Ltd. strongly recommends against tendering shares in response to this unsolicited offer.  Tyco is not associated with TRC Capital or its offer.

Shareholders should also be aware that they will have no withdrawal rights from the scheduled expiration date of June 17, 2005 until June 27, 2005, even if TRC Capital has not accepted the tendered shares for purchase or has not arranged financing for the purchase.

TRC Capital has made a number of "mini-tender" offers for the shares of other companies.  These offers seek less than five percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC). The SEC has cautioned investors about "mini-tender" offers in an investor alert, stating that mini-tender offers "have been increasingly used to catch investors off guard" and that investors "may end up selling their securities at below-market prices." Additional information on the risks of "mini-tender" offers can be found on the SEC's web site at: http://www.sec.gov/investor/pubs/minitend.htm.

Tyco International Ltd. advises shareholders to consult their financial advisers and to exercise caution with respect to TRC Capital's offer. The offer is currently scheduled to expire at 12:01 a.m. New York City time, on Friday, June 17, 2005, unless TRC Capital extends the offering period.

Tyco International Ltd. is a global, diversified company that provides vital products and services to customers in five business segments: Fire & Security, Electronics, Healthcare, Engineered Products & Services, and Plastics & Adhesives.  With 2004 revenue of $40 billion, Tyco employs approximately 250,000 people worldwide.  More information on Tyco can be found at www.tyco.com.