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TYCO INTERNATIONAL LTD. (NYSE: TYC) and U.S. SURGICAL CORP. (NYSE: USS) (USS) announced that they have entered into a definitive agreement pursuant to which USS will merge with a subsidiary of Tyco. USS shareholders will receive 0.7606 shares of Tyco stock for each share of USS. The transaction is valued at $42.50 per share to the USS shareholders, or $3.3 billion, based on Tyco's May 22, 1998 closing price on the NYSE of $55.875. The transaction, which will be accounted for as a pooling of interests, is expected to be tax-free for the shareholders of both companies and is contingent upon customary regulatory review and approval by USS shareholders.

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