the terms of the merger agreement, Mallinckrodt shareholders will receive .9384 shares of Tyco common stock for each share of Mallinckrodt owned. The transaction is valued at approximately $4.2 billion. Mallinckrodt, which
had 1999 revenues of $2.6 billion, has major positions in respiratory care, diagnostic imaging and analgesic pharmaceuticals.
"The Mallinckrodt acquisition will be immediately accretive to Tyco's earnings," according to L. Dennis Kozlowski, Tyco's Chairman and Chief
Executive Officer. "It offers consolidation opportunities as well as significant manufacturing, purchasing and distribution synergies. Our past acquisitions in Tyco Healthcare have achieved strong top line growth and operating efficiencies. The acquisition of Mallinckrodt also will provide ongoing positive benefits to Tyco shareholders.
"Tyco has a strong history of success in building leadership positions in the healthcare industry. Tyco Healthcare has grown to be a powerful force
in disposable medical supplies and medical devices through previous acquisitions of such industry brands as Kendall, United States Surgical, Auto Suture, Sherwood, Davis & Geck, Graphic Controls and ValleyLab. With the addition of Mallinckrodt, Tyco Healthcare becomes the second-largest manufacturer, distributor and servicer of medical devices worldwide, and the
leader in bulk analgesic pharmaceuticals," Mr. Kozlowski stated.
This acquisition makes Tyco Healthcare the leader in the fast growing global respiratory care arena, with products such as Mallinckrodt endotracheal tubes, Shiley tracheostomy tubes, Nellcor pulse oximeters, Puritan-Bennett
ventilators, and new technologies including the recently launched OxiFirst fetal oxygen monitor and HELiOS liquid oxygen system. Mallinckrodt also is a leader in developing new products in the growing alternate care markets for home oxygen therapy, sleep therapy and portable ventilation. In diagnostic imaging, Mallinckrodt has leadership positions in imaging contrast agents and radiopharmaceuticals, including Opitray and OptiMark. Pharmaceutical products include leadership positions in bulk pharmaceuticals and a rapidly growing dosage product line.
"The combined strength of Mallinckrodt's products and Tyco's global sales and service organization will allow Tyco Healthcare to leverage its
international infrastructure and enhance penetration in key geographic markets," stated Mr. Kozlowski. "Mallinckrodt's strong positions in the respiratory, pharmaceuticals and diagnostic imaging segments will provide Tyco with excellent platforms for future acquisitions and licensing agreements."