Johnson Controls/Tyco Merger … Completed

April 13, 2016

UPDATE: September 6, 2016

Today’s news release announced that the merger is complete. As of today, the new company is operating as Johnson Controls International, plc with headquarters in Cork, Ireland. With that, this “ongoing discussion” comes to an end. Time to move on.

The news about the announced merger of Johnson Controls, Inc and Tyco seems to be coming in spurts with a bit of politics mixed into the business and investment impact of the planned merger.

Our intent is to serve our membership by passing along those stories that offer information on the business and investment impact of the merger. With that purpose, this News posting contains links to published stories and news releases addressing the merger. It will be updated as we find articles that may be of interest to our members. The list here certainly won’t be comprehensive. If you find an article that you think may be of value to other members please send us the link via Message to the Editor at Join the Discussion.

Nobody knows just how this will all turn out. If we continue to share information, perhaps we can be better prepared as it evolves.

Company Investor Resources

• Johnson Controls/Investor Relations
  • About the Merger — pages with a special focus on the merger with Tyco
  • About the Spin-off — pages with a special focus on the Adient spin-off
• Tyco/Investor Relations

News Stories/Press Releases/SEC Filings

• Sep 06 — Johnson Controls International Debuts/ Milwaukee Journal Sentinel
• Sep 06 — Johnson Controls and Tyco Complete Merger
• Sep 02 — Q&A with CEO Molinaroli Part 2/ Milwaukee Business Journal
• Sep 01 — Q&A with CEO Molinaroli Part 1/ Milwaukee Business Journal
• Aug 31 — Preliminary Merger Consideration Election Results 
• Aug 17 — Johnson Controls Shareholders Approve Merger with Tyco …
• Aug 09 — Johnson Controls settles lawsuit over Tyco merger, BizTimes …..
  

  “The Johnson Controls filing says the settlement will not affect the consideration to be paid to company shareholders.
  

  The lawsuit said that any tax benefit from moving the combined company’s headquarters to Ireland would be outweighed by Johnson Controls shareholders having to pay taxes on their gains from the merger.
  

  “The inversion will force thousands of JCI shareholders to dig into their pockets and pay taxes on their gains just to remain shareholders,” the lawsuit says.
  

  Attorneys for the plaintiff did return emails seeking additional comment on the settlement.”

• Jul 21 — See Third Quarter 2016 Earnings Conference Call for pdf & link to the webcast
• Jul 21 — PRNewswire press release detailing Q3 results and update to merger and spin-off 
• Jul 21 — Johnson Controls Q3 Fiscal Quarterly Update; noted changes: accelerated schedule for merger to be effective September 2; Adient to be domiciled in Ireland.

• Jul 12 — Notice received from the holder of the editor’s stock that “Proxy Voting Material is Ready for Your Action.” It contained a link to the Proxy Statement and utility for voting online. Click on the image of “Example Online Proxy Vote Form” above to read the proposal details.
• Jul   7 — Press Release to PRNewswire from Johnson Controls regarding the filing and date of the meetings. Also, more information on the parties involved in structuring the merger agreement.
• Jul   6 — FORMDEF14A SEC (link is to JCI Investor page; to download a PDF of the Proxy Statement click here) filing with updates to the information on the original S4 filing, including:
  • Date of record set as June 27, 2016 for shareholder eligibility to vote, approximately 548,853,000 shares outstanding
  • Shareholder meetings will be held on August 17, 2016, Tyco in Dublin, Ireland, JCI in Dallas, Texas, USA
  • The name of the combined company will be “Johnson Controls International, plc” rather than “Johnson Controls, plc” as originally proposed
  • Johnson Controls, Inc shareholder election information will be mailed “… at least 20 business days prior to the election deadline August 30, 2016.”
  • Did not find a date for the mailing of shareholder information for the vote on the merger proposals
  • There were no changes evident in the merger consideration to shareholders of Johnson Controls stock — the previously published analysis remains: Notes: Johnson Controls, Inc/Tyco Merger
• Jul   5 — BizTimes Story on the shareholder meetings
• Jul   1 — Milwaukee Journal Sentinel Article — The date for shareholder meetings is set for August 17th, Dublin, Ireland for Tyco and Dallas, Texas for Johnson Controls, Inc; also, the new name will be “Johnson Controls International, plc”
• Apr 21 — Johnson Controls 2016 Q2 Report — Has plan dates for Tyco Merger (Oct 1, 2016) & Adient spin-off (Oct 31, 2016)
• Apr 13 — Johnson Controls Second Quarter 2016 Earnings Conference Call Webcast
• Apr  8  — Tax Inversion Proposal Shouldn’t Scuttle …. (Morningstar)
• Apr  6  — … Who’s buying who? (Milwaukee Business Journal)
• Apr  5  — … Tyco Focus on JCI’s Building Business (JSonline)
• Apr  4  — Tyco S4 Filing to the Sec
  • Merger Q&A from Form S4 Posted on JohnsonControls.com
  • Consideration to be Received by Johnson Controls Shareholders — excerpt with examples of the ‘proration’ calculation
  • Notes: Johnson Controls, Inc/Tyco Merger — investigation of ‘proration’ calculation & note on tax implications

 

• Mar 28 — Law firm exploring … (Milwaukee Business Journal)
• Mar 18 — CEO at Power Breakfast … (Milwaukee Business Journal)

 

• Jan 25 — Johnson Controls and Tyco to Merge (PRNewswire)