Tyco's ADT Unit Announces Acquisition of Alarmguard Holdings Inc.

HAMILTON, Bermuda, 11 January 1999 - Tyco International Ltd. (NYSE: TYC, LSE: TYI, BSX: TYC) (Tyco), a diversified manufacturing and service company, and Alarmguard Holdings, Inc. (Amex: AGD) (Alarmguard), a provider of electronic security services, announced today that they have entered into a definitive Merger Agreement. Under the Agreement, a subsidiary of Tyco will acquire all of the outstanding shares of Alarmguard stock. Tyco will shortly commence a tender offer to purchase all of Alarmguard's common shares for $9.25 per share in cash. The tender offer will be followed by a merger in which each of the remaining common shares of Alarmguard will be exchanged for $9.25 in cash. The Tyco subsidiary has also entered into an agreement to purchase substantially all of Alarmguard's preferred stock. The purchase of the preferred stock is contingent upon the purchase of the common shares in the tender offer.

The offer will be made pursuant to definitive offering documents to be filed with the Securities and Exchange Commission. The offer is conditioned on the tender of a majority of the outstanding shares of common stock, as well as certain other conditions, including the receipt of necessary government approvals.

"Alarmguard is an excellent addition to our ADT Security business," said L. Dennis Kozlowski, Tyco's Chairman and Chief Executive Officer. "In addition to securing our position in the Northeast and Mid-Atlantic states, where Alarmguard has built a very strong and loyal customer base, we expect to create significant value by taking Alarmguard's local expertise in the high-end residential market and applying it to our national franchise. The transaction will have an immediate positive impact on earnings per share."

Tyco recently acquired Holmes Protection and Wells Fargo Alarm, and the acquisition of the security operations of Entergy is pending. ADT Security is the largest provider of electronic security services in the U. S.

Alarmguard sells and installs burglar and fire systems and provides security monitoring services and security system repair and maintenance services to homeowners and businesses.

Tyco International Ltd., a diversified manufacturing and service company, is the world's largest manufacturer and installer of fire protection systems, the largest provider of electronic security services, the largest manufacturer of flow control valves, and has strong leadership positions in disposable medical products, plastics and adhesives, electrical and electronic components and underwater telecommunications systems. The company operates in more than80 countries around the world and has expected fiscal 1999 revenues in excess of $17 billion.