Tyco International To Acquire Interest In Floreane Medical Implants

PEMBROKE,  Bermuda : Sept. 21, 2005 - Tyco International Ltd. (NYSE: TYC; BSX: TYC) announced that Tyco Healthcare's surgical business has agreed to acquire a controlling interest in Floréane Medical Implants, S.A. ("Floréane").  The agreement includes Tyco's purchase of Maréane, S.A., which owns all of the Floréane shares held by François-Régis Ory, founder, Chairman & CEO, as well as other additional assets.  In addition, the agreement includes shares held by Michel Thérin, Deputy Managing Director and Chief Technical Officer, and investor group Aquasourca. 

Tyco will pay 30.00 EUR (approximately $36.30 USD) in cash per Floréane share after dividend payment of 0.17 EUR to be approved on Sept. 27 by the general assembly.  The price per share represents a premium of 19 percent over the one-month average share price and 29.5 percent over the three-month average share price.  The transaction will result in Tyco's ownership of 41 percent of the outstanding shares, which represents a 55 percent majority voting interest.  Floréane is the owner of the highly respected Sofradim line of medical implant products.

The transaction, which has been approved by the Boards of Directors of both companies, is subject to regulatory approval in several European countries.  Upon completion of the transaction, Tyco will launch a mandatory tender offer for the remaining Floréane shares at the same 30.00 EUR per share price.  The acquisition has a total value of 120 million EUR ($145 million USD), consisting of the Floréane shares with a value of approximately 115 million EUR ($139 million USD) if all shares are tendered, along with approximately 5 million EUR ($6 million USD) for the additional assets held by Maréane. 

"Floréane is an innovator in the application and use of surgical mesh to provide tissue reinforcement for procedures such as hernia repair," said Rich Meelia, President of Tyco Healthcare.  "This acquisition will expand Tyco Healthcare's surgical product portfolio and position us to provide our healthcare customers with a complementary range of products to improve clinical outcomes in this disease segment.  At the same time, it will allow us to capitalize on our global sales force and infrastructure to greatly expand product distribution."

Floréane, based in Trévoux, France, had 2004 sales of approximately 25.5 million EUR ($31 million USD) and employs approximately 160 people.  They offer the largest and most innovative range of mesh implants of any company in this field, and have developed products for soft tissue repair including hernia repair, pelvic floor reconstruction, incontinence, urinary, adhesion prevention and obesity surgery.  Floréane's technology has been used in successful clinical applications for more than 10 years, helping improve patient outcomes around the world.  The state of the art facility in Trevoux includes research and development and manufacturing, and will serve as an integral part of Tyco Healthcare's surgical business in Europe.

"We are proud to join Tyco Healthcare through this strategic acquisition and we are excited at this opportunity to participate in this new development phase of Floréane," said Francois-Regis Ory, CEO of Floréane.

ABOUT TYCO INTERNATIONAL

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.

FORWARD LOOKING INFORMATION

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The forward-looking statements in this release include statements addressing the following subjects: future financial condition and operating results. Economic, business, competitive and/or regulatory factors affecting Tyco's businesses are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-looking statements. Tyco is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in Tyco's Annual Report on Form 10-K for the fiscal year ended Sept. 30, 2004, and Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2005.