Johnson Controls International plc · NYSE:JCI
Johnson Controls International — Tyco International — Merger or Acquisition (January 2010)
9 slides from Johnson Controls International's merger presentation, Jan 18, 2010
Slide 1: Acquisition of Brink's Home Security Holdings (Broadview Security)
Acquisition q of Brink’s Home Security y Holdings g (Broadview Security) January y 18,, 2010
Slide 2: Forward-Looking Statements / Safe Harbor
Forward-Looking Statements / Safe Harbor This slide presentation contains forward-looking statements about our proposed combination with Broadview, including but not limited to statements regarding our beliefs: that the transaction will be accretive to earnings (on both a cash and non-cash basis), t
Slide 3: Important Information
Important Information This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger transaction involving Tyco International, Ltd., its subsidiaries (collectively, “Tyco”) and Brink’s Home
Slide 4: Broadview Security at a Glance
Broadview Security at a Glance Spun off from Brinks in October of 2008 Full service provider of residential and commercial security systems, founded in 1983 Annualized revenue of ~$565M with over $500M of recurring revenue 1.3M 1 3M recurring i revenue accounts t Over 90% of U.S. zip codes
Slide 5: Why We Like Broadview Security
Why We Like Broadview Security Exceptional business fit Grows our North American residential/small business revenue by 25% to $2.8 billion with over 85% recurring revenue Brings additional capabilities and capacity to generate new new, high quality accounts Also brings g additional install a
Slide 6: Transaction Summary
Transaction Summary $42.50 per Broadview share Price $2.0 billion transaction value 70%+ stock / 30% cash – Approximately 40 million Tyco shares Consideration – Total cash capped at 30% or up to approximately $600 million +/- 10% collar for stock consideration Broadview shareholders can el
Slide 7: Synergies Are Key To Earnings Accretion
Synergies Are Key To Earnings Accretion Cost synergies expected to approximate $150M on a run-rate basis, which is expected by year two – Integration and deal-related expenses ~$100M $ Reduces Tyco’s tax rate by approximately 2 percentage points in year one Ongoing Synergies Other Savings Oper
Slide 8: Acquisition Purchase Accounting Adjustments
Acquisition Purchase Accounting Adjustments j Primarily related to the “write-up” in value of subscriber assets on Broadview Security’s Security s balance sheet Incremental non-cash non cash charges of approximately $60 million in the first year Non-cash acquisition purchase accounting adjustm
Slide 9: Accretive To Earnings
Accretive To Earnings Accretive to earnings* in the first full year by approximately $0.07 per share – Assumes $100 million of operational and rebranding synergies in year one – Assumes Ass mes 70%/30% stock/cash mix mi – Cash earnings accretion is actually an additional $0.07 higher or $0.14 per
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