Tyco Purchases CIT Group

CIT shareholders approved the transaction on May 23, 2001. As part of the acquisition, Tyco purchased from The Dai-Ichi Kangyo Bank approximately 71 million shares of CIT at a cash price of $35.02 per CIT share. The remaining shareholders received 0.6907 Tyco shares for each share of CIT, or a value of $39.68 per share, based on Tyco's May 31, 2001 closing price on the New York Stock Exchange of $57.45 per share. The total transaction is valued at approximately $10 billion.

According to L. Dennis Kozlowski, Tyco's Chairman and Chief Executive Officer: "We believe that the CIT acquisition will provide immediate growth opportunities for Tyco and CIT. It is an ideal fit for Tyco and adds great value to our businesses as part of a total package, including financing, which we can offer customers. Like other landmark Tyco transactions such as Kendall, ADT, AMP, Mallinckrodt, US Surgical and Raychem, we are acquiring a premier franchise and global platform for growth. Not only will CIT be immediately accretive to Tyco's earnings, but it will also provide ongoing benefits to the shareholders and customers of both Tyco and CIT. Overall, we believe that this transaction will result in enhanced levels of organic growth, recurring revenue, stable profitability and competitiveness across our Tyco divisions."

Albert R. Gamper, Jr., CIT President and CEO added: "We believe that the Tyco alliance will enhance our leadership position as an innovative global source of financing and capital leasing. Our shareholders voiced strong support in last week's vote approving the transaction. We are delighted to become part of Tyco International and look forward to realizing the many synergistic growth opportunities that now lie ahead of us." Mr. Gamper will remain with Tyco as CEO and President of CIT and will join Tyco's Board of Directors.

Consistent with its strategy to capitalize on synergistic opportunities presented by the acquisition, Tyco announced that two of its leading business units, ADT and M/A-COM, have entered into arrangements with CIT to provide financing to their qualified, credit-worthy customers. In the case of ADT, CIT's Specialty Finance Group will offer financing programs and tailored financing solutions in support of ADT's more than 600,000 commercial customers. These programs will be made available through CIT's DigitalEdge web-based origination system.

"Our commercial customers have been asking for financing and leasing options for years and through our new relationship with CIT, we have the ability to quickly and knowledgeably respond to our clients' financing needs effectively providing a higher level of customer service," said Mike Synder, President of Tyco's ADT business.

CIT's arrangement with Tyco Electronics' M/A-COM, a world leading developer and manufacturer of radio frequency (RF) and microwave semiconductors, components and IP (Internet Protocol) Networks to the wireless telecommunications and defense-related industries, gives M/A-COM the ability to give its OpenSky Wireless IP Network customers access to CIT's financing. According to Tyco Electronics President Juergen Gromer: "CIT provides an excellent opportunity to Tyco Electronics to better serve its clients by providing access to financing capabilities in various sectors such as telecommunications and in various countries. Our customers are showing great interest."

Mr. Kozlowski concluded, "Tyco has an established track record of success in building leadership positions. We expect the addition of CIT will be groundbreaking in terms of new capabilities and opportunities for Tyco as well as CIT."

About Tyco International

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 has expected fiscal 2001 sales of $38 billion.

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 financial and operating results; and timing and benefits resulting from the acquisition.

The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the risk that the businesses of Tyco and CIT will not be integrated successfully; and other economic, business, competitive and/or regulatory factors affecting Tyco's and CIT's businesses generally.

More detailed information about these factors is set forth in Tyco's and CIT'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 CIT's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and their most recent quarterly reports on Form 10-Q. Tyco and CIT are 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.