Filed by Tyco International plc
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Johnson Controls, Inc.
SEC File No.: 001-05097
Date: February 4, 2016
Explanatory Note: The following presentation was distributed at an industry conference.
Creating a Global Industrial Leader
Johnson
Controls and Tyco
1
NO OFFER OR SOLICITATION
This communication is not
intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction
between Johnson Controls, Inc. (“Johnson Controls”) and Tyco International plc (“Tyco”), Tyco will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include
a joint proxy statement of Johnson Controls and Tyco that also constitutes a prospectus of Tyco (the “Joint Proxy Statement/Prospectus”).
Johnson
Controls and Tyco plan to mail to their respective shareholders the definitive Joint Proxy Statement/Prospectus in connection
with the transaction. INVESTORS AND
SECURITY HOLDERS OF Johnson Controls AND Tyco ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT Johnson Controls, Tyco, THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Johnson Controls
and Tyco through the website
maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the documents
filed with the SEC by Johnson Controls by contacting Johnson Controls Shareholder Services at Shareholder.Services@jci.com or by
calling (800) 524-6220 and will be able to obtain free copies of the documents filed with the SEC by Tyco by contacting Tyco Investor Relations at Investorrelations@tyco.com
or by calling (609) 720-4333.
PARTICIPANTS IN THE SOLICITATION
Johnson
Controls, Tyco and certain of their respective directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under
the rules of the
SEC, be deemed participants in the solicitation of the respective shareholders of Johnson Controls and Tyco in connection with the
proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the
Joint Proxy Statement/Prospectus when it is filed with the SEC. Information regarding Johnson Controls’ directors and executive officers
is contained in Johnson Controls’ proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on
December 14, 2015. Information regarding Tyco’s directors and executive officers is contained in Tyco’s proxy statement for its 2016
annual meeting of shareholders, which was filed with the SEC on January 15, 2016.
Johnson
Controls Cautionary Statement Regarding Forward-Looking Statements
There may be statements in this communication that are, or could be, “forward-looking
statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 and, therefore, subject to risks and uncertainties, including, but not
limited to, statements
regarding Johnson Controls’ or the combined company’s future financial position, sales, costs, earnings, cash flows, other
measures of
results of operations, capital expenditures or debt levels are forward-looking statements. Words such as “may,” “will,”
“expect,” “intend,”
“estimate,” “anticipate,” “believe,” “should,” “forecast,”
“project” or “plan” or terms of similar meaning are also generally intended to identify
forward-looking statements. Johnson Controls cautions
that these statements are subject to numerous important risks, uncertainties,
assumptions and other factors, some of which are beyond Johnson Controls’
control, that could cause Johnson Controls’ or the combined
company’s actual results to differ materially from those expressed or implied by such
forward-looking statements, including, among
others, risks related to: Johnson Controls’ and/or Tyco’s ability to obtain necessary regulatory approvals
and shareholder approvals or to
satisfy any of the other conditions to the transaction on a timely basis or at all, any delay or inability of the combined company
to realize
the expected benefits and synergies of the transaction, changes in tax laws, regulations, rates, policies or interpretations, the loss of key
senior management, anticipated tax treatment of the combined company, the value of the Tyco shares to be issued in the transaction,
significant transaction costs and/or unknown liabilities, potential litigation relating to the proposed transaction, the risk that disruptions
from the proposed transaction will harm Johnson Controls’ business, competitive responses to the proposed transaction and general
economic and business conditions that affect the combined company following the transaction. A detailed discussion of risks related to
Johnson Controls’ business is included in the section entitled “Risk Factors” in Johnson Controls’ Annual Report on Form 10-K for the
fiscal year ended September 30, 2015 filed with the SEC on November 18, 2015 and available at www.sec.gov and
www.johnsoncontrols.com under the “Investors” tab. Any forward-looking statements in this communication are only made as of the date
of this communication, unless otherwise specified, and, except as required by law, Johnson Controls assumes no obligation, and
disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this communication.
Tyco Cautionary Statement Regarding Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Tyco’s expectations or
predictions of future financial or business performance or conditions. Forward-looking
statements are typically identified by words such as “believe,”
“expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,”
“plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,”
“prospects,” “possible” or “potential,” by future conditional verbs such
as “assume,” “will,” “would,”
“should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking
statements are subject to
numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak
only as of the date they are made and we assume no duty to
update forward-looking statements. Actual results may differ materially from
current projections.
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Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the
consummation of the proposed transaction. Many factors could cause actual results to differ materially from these forward-looking
statements, including, in addition to factors previously disclosed in Tyco’s reports filed with the SEC, which are available at www.sec.gov
and www.tyco.com under the “Investor Relations” tab, and those identified elsewhere in this communication, risks relating to the
completion of the proposed transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals,
anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management,
expansion and growth of the new combined company’s operations, the ability of Tyco and Johnson Controls to integrate their businesses
successfully and to achieve anticipated synergies, changes in tax laws or interpretations, access to available financing, potential litigation
relating to the proposed transaction, and the risk that disruptions from the proposed transaction will harm Tyco’s business.
Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect
actual results.
Statement Required by the Irish Takeover Rules
The directors of Johnson Controls accept responsibility for the information contained in this communication other than that relating to
Tyco and the Tyco group of companies and the directors of Tyco and members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the directors of Johnson Controls (who have taken all reasonable care
to ensure that such is the case), the information contained in this communication for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the import of such information.
The
directors of Tyco accept responsibility for the information contained in this communication relating to Tyco and the directors of Tyco
and members of their
immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the
directors of Tyco (who have taken all reasonable
care to ensure such is the case), the information contained in this communication for
which they accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Centerview Partners LLC is a broker dealer registered with the United States Securities and Exchange
Commission and is acting as
financial advisor to Johnson Controls and no one else in connection with the proposed transaction. In connection with the proposed
transaction, Centerview Partners LLC, its affiliates and related entities and its and their respective partners, directors, officers, employees
and agents will not regard any other person as their client, nor will they be responsible to anyone other than Johnson Controls for
providing the protections afforded to their clients or for giving advice in connection with the proposed transaction or any other matter
referred to in this announcement.
| 3 |
| 4 |
Barclays Capital Inc. is a broker dealer registered with the United States Securities and Exchange Commission and is acting as financial
advisor
to Johnson Controls and no one else in connection with the proposed transaction. In connection with the proposed transaction,
Barclays Capital Inc., its affiliates
and related entities and its and their respective partners, directors, officers, employees and agents will
not regard any other person as their client, nor will
they be responsible to anyone other than Johnson Controls for providing the
protections afforded to their clients or for giving advice in connection with the
proposed transaction or any other matter referred to in this
announcement.
Lazard Freres & Co. LLC, which is a registered broker dealer with the SEC, is acting for Tyco and no one else in connection with the
proposed transaction and will not be responsible to anyone other than Tyco for providing the protections afforded to clients of Lazard
Freres & Co. LLC, or for giving advice in connection with the proposed transaction or any matter referred to herein.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This communication is not intended to be and is not a prospectus for the purposes of Part 23 of the Companies Act 2014 of Ireland (the
“2014 Act”), Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005) of Ireland (as amended from time to time) or
the Prospectus Rules issued by the Central Bank of Ireland pursuant to section 1363 of the 2014 Act, and the Central Bank of Ireland
(“CBI”) has not approved this communication.
5
Leadership
Alex Molinaroli
Johnson Controls
Chairman and Chief Executive Officer
George Oliver
Tyco
Chief Executive Officer
6
Compelling Strategic Rationale
Creates new global leader with $32 billion in revenue (post Adient spin) uniquely
positioned
to provide the most comprehensive portfolio of building and energy
platforms
Highly strategic combination creates the leading full-scale building products and
services business, integrating best-in-class product, installation and service
capabilities
across controls, fire, security, HVAC, and power solutions
Transaction combines innovation pipelines for devices, controls, sensors, data
analytics and advanced solutions to better capture the enormous “smart” market
opportunity
Tyco and Johnson Controls have highly complementary businesses,
enabling the
combined company to offer comprehensive and innovative solutions to even more
customers globally across various end markets
Combination accelerates ability to partner with
customers to bring advanced building
technology and integrated solutions for better overall performance and experience
Compelling value creation through at least $650 million in identified synergies plus
substantial opportunities for enhanced revenue growth
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A Highly Complementary Combination
_ Global leader in building controls, HVAC equipment, and energy storage technology
_ Product offerings and developments include Internet of Things connectivity for smart buildings, campuses and cities
_ Global branch network with distinctive technical expertise, installation and service capabilities
_ Broad geographic exposure with strength in North America and Asia
_ Focused growth
strategies — buildings and energy platforms
_ Operating system known for
manufacturing, marketing & sales and
procurement excellence
_ Global leader in fire and security
_ Industry leading brands and
technologies
with deep innovation pipeline
_ Comprehensive capability to
design, install
and service Fire & Security solutions
around the
world
_ Significant scale advantage with worldwide
sales and service branches
_ Broad geographic exposure with strength in
North America and Europe
_ Growth strategies focused on key verticals
and innovative solutions
_ Operating system known for efficiency,
solutions orientation, functional
excellence
and innovation
| 8 |
Transaction Highlights
| (1) | . |
Name &
Relative
Ownership
_ Johnson Controls and Tyco to combine under the existing Tyco entity and the
combined company will be called Johnson Controls plc
_ Johnson Controls shareholders will own ~56% of the combined company shares (plus receive ~$3.9bn cash
consideration in the merger) and Tyco will own ~44% of the combined company shares
Shareholder Consideration
_ Tyco will effect a reverse stock split so that Tyco shareholders will receive a fixed exchange ratio of
0.9550 shares of the combined company for each of their existing Tyco shares
_ Johnson
Controls shareholders receive 1 share of the combined company for each Johnson Controls
share, or may elect to receive cash equal to $34.88 per share (volume
weighted 5-day average share
price as of signing) for some or all of their Johnson Controls shares
- Subject to proration so that ~$3.9bn aggregate cash is paid to Johnson Controls shareholders in
merger
_ Shares to remain NYSE listed and traded under the “JCI” ticker
Headquarters _ Global headquarters: Cork, Ireland
_ North America operations: Milwaukee,
Wisconsin
Board of
Directors
_ 6 directors from Johnson Controls, 5 directors from Tyco
_ Includes Alex Molinaroli and
George Oliver
Leadership
_ Johnson Controls’s Chairman and CEO will
serve as Chairman and CEO of the combined company
for 18 months and then become Executive Chairman for 12 months
_ Tyco’s CEO will serve as President and Chief Operating Officer for 18 months and then become CEO
for 12 months, and then succeed to Chairman and CEO
Closing
_ Expected before end of fiscal 2016, subject to customary closing conditions, including Johnson
Controls and Tyco shareholder approvals and regulatory approvals
_ Planned
Adient spin-off to occur post merger, expected at the beginning of fiscal 2017
9
Significant Synergy Opportunity
_ Operating/G&A Cost Synergies: $500M
SG&A
Procurement
Corporate
Branch Optimization
_ Revenue Synergies ++
Upside to the $650M synergies
Product and service cross-sell
Highly complementary product, service and geographic
profile
Anticipated Synergies Run-Rate
Synergy Estimate
_ Tax Synergies: $150M
(Below Operating Line)
Efficient global management
Global cash movement and investment potential
Significant Value Creation For All Shareholders
$650M
Tax
Synergies
Operating
Synergies
10
What Each Shareholder Receives
Johnson
Controls
Shareholder
Today Transaction Pro Forma
1 Tyco
share
Effect reverse
stock split
0.9550
combined
company
share
1 Johnson
Controls
share
Cash /
stock election
$3.9B
aggregate
cash
consideration
1 combined
company
share –or—
$34.88 cash /
share
(subject to
proration)
11
Transaction Represents Culmination of Two Corporate
Transformation Journeys
Adient
Spin
HVAC
Fire &
Security
Power
_ Automotive
centric
portfolio
_ Focused
multiindustrial
with auto
business
_ Diversified
Holding
Company
_ Streamlined
operating
company
Pro Forma After
Adient Separation
Pro Forma for
Merger
~$49B revenue ~$32B revenue
HVAC
Fire &
Security
Power
Combined Company Is A Global Leader In Attractive End Markets
12
Post Merger and Adient Separation, Shareholders will own
Two Focused, High-Value Companies
Adient
Global Leader in
Automotive
Seating and
Interiors
Global Industrial
Leader
Equity Ownership Metrics
56% Johnson
Controls shareholders
44% Tyco
shareholders
56% Johnson
Controls shareholders
44% Tyco
shareholders
_ ~$32B Revenue
_ ~$4.5B EBITDA
(before synergies)
_ $650M identified
synergies
_ ~$17B Revenue
_ ~$1.6B EBITDA
Significant Value Creation Potential From
Ownership In Combined Company And Adient
13
Supports all major automakers
globally in the
differentiation of
their vehicles
$16.5B
Seating revenue in
2015
+ Non-consolidated
JVs
_ China $6.6B
_ Interiors $8.5B
278
locations globally 22+ Million seat sets a year Adient Company Overview: Global Leader in the Automotive Seating Market 14 Substantial Value Creation for Shareholders _ Enhances
multi-industrial portfolio by strengthening buildings platform _ ~56% equity ownership in value creation potential of the combined company including capitalized value of $650M of synergies plus
substantial opportunities for enhanced
revenues
_ ~$3.9B aggregate cash consideration in
merger in addition to equity ownership
_ Strong pro forma balance sheet including
enhanced financial flexibility
_ Stronger financial metrics (growth and profit)
to drive multiple expansion over time
_ Premium of 13% to the 30 day volume
weighted average share price exchange
ratio
_ ~44% equity ownership in value creation
potential of the combined
company including
capitalized value of $650M of synergies plus
substantial
opportunities for enhanced
revenues
_ More diversified larger portfolio with
greater
exposure to global higher growth regions and
expanded opportunities
in connected buildings
of the future
_ Ownership of Adient as pure-play
company
post spin with significant free cash flow
_ Enhanced scale and cash
flow to continue to
pursue value-creating growth
Value to
Shareholders
Value to
Shareholders
A “Win-Win” Combination Strategically & Financially
15
Value Creation for Johnson Controls Shareholders Johnson Controls
Shareholders Have Today JCI Shareholders Have Post Merger and Spin
JCI + Tyco Adient
_ 100% ownership of Johnson Controls
_ Own 56% of combined company
equity including capitalized value of:
+ $500M operating synergies
+ $150M tax synergies
+ Benefit of revenue synergies
+ Opportunity for multiple expansion
_ Receive ~$3.9B cash
_ Own 56% of Adient equity
FY 2016E Expected Pro Forma – FY 2016E (PF for Merger and
Adient Spin)
_ ~$4.6B of EBITDA ($3.0B ex. Adient) _ ~650M shares outstanding
_ ~1.5x Net Debt/EBITDA
_ ~$4.5B of EBITDA
+ $500M* operating synergies
+ $150M tax synergies
_ ~940M shares outstanding**
_ ~2x-2.5x Net Debt/EBITDA
_ ~$10.5B Net Debt*** _ 17-18% tax rate _ ~$1.6B of EBITDA
_ ~2x-2.5x Net Debt/EBITDA leverage
_ ~$3B Net Debt
*Run-rate expected to be realized by year 3
**See appendix for reconciliation
***Including ~$3B cash dividend from Adient and $3.9B
transaction debt 1 3 2
16
Value Creation for Tyco Shareholders
Tyco Shareholders
Have Today
Tyco Shareholders Have Post Merger and Spin
JCI + Tyco Adient
_ 100% ownership of Tyco _ Premium of 13% to the 30 day volume
weighted average share price
exchange ratio
_ Own 44% of combined company
equity including capitalized value of:
+ $500M operating synergies
+ $150M tax synergies
+ Benefit of revenue synergies
+ Opportunity for multiple expansion
_ Own 44% of Adient equity
FY 2016E Expected Pro Forma – FY 2016E (PF for Merger and Adient Spin)
_ ~$1.5B of EBITDA
_ ~430M shares outstanding
_ ~1.3x Net Debt/EBITDA (does
not include rating agency add
backs)
_ ~$4.5B of EBITDA
+ $500M* operating synergies
+ $150M tax synergies
_ ~940M shares outstanding**
_ ~2x-2.5x Net Debt/EBITDA
_ ~$10.5B Net Debt***
_ 17-18% tax rate
_ ~$1.6B of EBITDA
_ ~2x-2.5x Net Debt/EBITDA leverage
_ ~$3B Net Debt
*Run-rate expected to be realized by year 3
**See appendix for reconciliation
***Including ~$3B cash dividend from Adient and $3.9B transaction debt
1
2
3
17
Balanced Pro Forma Revenue Mix Provides Strong Base
For Consistent Growth*
Americas_
Asia_24%_ 56%_
EMEA_
21%_
*Post Adient spin
Service
~30% Product
~70%
Balanced Across
Products &
Geographies With
Strong Recurring
Revenue Base
18
Leading Brands Across Comprehensive Portfolio of
Products and Services
Building Controls
#1 In Controls, Fire, Security And Power Solutions
19
Uniquely Positioned to Capitalize on Convergence
SMARTER PLACES
_ Smart Homes
_ Smart Buildings
_ Smart Cities
_ Smart Operations
- Retailers
- Hospitals
- Stadiums
- Etc.
“Internet of Things” Expanding Existing Markets and Defining New
Markets & Ecosystems
Strength Across Converging Ecosystem
20
Combination Creates Ability to Deliver on Integrated
Vision for Buildings of the Future
Advantaged Position For Building Automation &
Systems Integration
21
Combined Company Able to Leverage IoT and Connectivity
for a “Smarter” Customer Offering
Analyze data, Optimize energy
effort, Enhance asset utilization
Information Technology
Distributed power, Renewables
support, New Battery technologies
Energy Storage
HVAC, Fire & Security, Lighting, and
Power
Building Technologies
Asset tagging, Tracking &
management
Enterprise Assets
Uniquely
Positioned For
More Integrated,
Connected and
Data-rich Future
Leader In Connected Buildings, Campuses And Cities
22
Johnson Controls
Operating System
Tyco
Business System
Two Strong Business Systems to Drive Synergy Realization and Efficiencies
Across the Combined
Organization
_ Most operationally capable
_ Standardized enterprise approach
_ Span all areas of business
_ Establish and leverage best practices
_ Consistent, repeatable processes
_ Increase speed and agility
Two World-Class and Complementary Operating Systems
_ Standardizes & optimizes all
processes
_ Drives efficient cost structure
_ Accelerates value extraction
_ Prioritizes & allocates resources
23
Financial Highlights
Revenue
Growth
_ Accelerated top-line growth given product and service portfolio opportunity
plus geographic growth opportunities
Earnings
_ $650M of synergies contribute to enhanced earnings growth
_ Operational synergies reach run
rate by year three
Financing /
Balance Sheet
_ Committed financing in place for ~$3.9B cash consideration in the merger
_ Strong investment
grade balance sheet with financial flexibility
Dividend
Policy / Capital
Allocation
_ Strong free cash flow to support continuity of strong and
growing dividends
_ Balanced capital allocation going forward including return of capital to
shareholders plus high return investment
24
Compelling Strategic Rationale
Creates new global leader with $32 billion in revenue (post
Adient spin) uniquely
positioned to provide the most comprehensive portfolio of building and energy
platforms
Highly strategic combination creates the leading full-scale building products and
services business, integrating best-in-class product, installation and service
capabilities across controls, fire, security, HVAC, and power solutions
Transaction combines innovation pipelines for devices, controls, sensors, data
analytics and advanced solutions to better capture the enormous “smart” market
opportunity
Tyco and Johnson Controls have highly complementary businesses, enabling the
combined company to offer comprehensive and innovative solutions to even more
customers globally across various end markets
Combination accelerates ability
to partner with customers to bring advanced building
technology and integrated solutions for better overall performance and experience
Compelling value creation through at least $650 million in identified synergies plus
substantial opportunities for enhanced revenue growth
25
Appendix
26
JCI + Tyco Proforma Share Reconciliation (Approximation)
(in millions, except stock split
ratio)
Tyco diluted shares 430
Reverse stock split x 0.955
Tyco post-stock split diluted shares 411 A
JCI diluted shares 653
Less: expected share repurchase ($500M) (13)
Less: $3.9B cash to JCI shareholders (111)
Adjusted JCI diluted shares 529 B
Total combined company diluted shares 940
A+B