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Tyco Announces Potential Purchase Of Equity Position In Flag

28 May 2001

Pembroke, Bermuda: 24 May, 2001 - Tyco International Ltd. ("Tyco") (NYSE: TYC; LSE: TYI; BSX: TYC) announced today that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act was granted on May 18, 2001 for a potential private market purchase of 15 million outstanding common shares of FLAG Telecom Holdings Limited ("FLAG Telecom") (NASDAQ: FTHL; LSE: FTL). This represents approximately 11% of FLAG Telecom's outstanding common shares. TyCom Ltd. ("TyCom") (NYSE: TCM; BSX: TCM), a subsidiary of Tyco, has entered into a nine-month put option that, if exercised, would cause TyCom or an affiliate to purchase outstanding FLAG Telecom shares at market prices in exchange for not more than 1.4% of the shares of TyCom, and cash. The exchange ratio of the transaction is structured so that no more than one TyCom share would be exchanged for every two FLAG Telecom shares. The purchase price would be in the form of 90% TyCom shares and 10% cash. The transaction is subject to conditions, including board approvals.

The transaction would not involve a change in control of FLAG Telecom. Tyco intends to hold the FLAG Telecom shares for investment purposes and has no present intention or right to acquire any additional equity interest in FLAG Telecom.

ABOUT TYCO INTERNATIONAL LTD.

Tyco International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC) is a diversified manufacturing and service company. Tyco is the world's largest manufacturer and servicer of electrical and electronic components; the world's largest designer, manufacturer, installer and servicer of undersea telecommunications systems; the world's largest manufacturer, installer and provider of fire protection systems and electronic security services, and the world's largest manufacturer of flow control valves. Tyco also holds strong leadership positions in disposable medical products, diagnostic imaging, bulk pharmaceuticals, wound closure, plastics and adhesives. Tyco operates in more than 100 countries and had fiscal 2000 sales of $28.9 billion.

ABOUT TYCOM LTD.

TyCom Ltd. (NYSE: TCM; BSX: TCM), with 2000 revenues of $2.54 billion, is one of the world's largest providers of advanced broadband communications capacity, systems and services. TyCom is a leading fully integrated supplier of transoceanic fiber optic systems, is the recognized world leader in undersea technology development and application, and operates one of the world's largest fleets of cable ships. To meet growing demand, the Company is also deploying and selling capacity on the TyCom Global Network. TyCom's parent company is Tyco International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC). For more information on TyCom, visit www.tycomltd.com.

Forward-Looking Information

This release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. The forward-looking statements in this release include statements addressing the following subjects: future expectations of sales, earnings and cash flow and the timing and magnitude of the benefits from acquisitions.

The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: economic conditions in general, or specific to our end-markets, and other business, competitive and/or regulatory factors.

More detailed information about these factors is set forth in Tyco's filings with the Securities and Exchange Commission, including Tyco's Annual Report on Form 10-K for the fiscal year ended September 30, 2000 and its most recent quarterly report on Form 10-Q. Tyco is under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise.