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Author: sliminfinite One star, 50 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: of 136  
Subject: TYC to acquire TCM Date: 10/4/2001 7:13 AM
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http://news.excite.com/news/cnw/011004/06/tyco-offers-to

Looks like everyone cashes out at $14 a share. TYC makes out pretty well too, I would imagine.

Cheers,

Chris
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Author: pknoerr Three stars, 500 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 108 of 136
Subject: Re: TYC to acquire TCM Date: 10/4/2001 8:23 AM
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Looks like everyone cashes out at $14 a share. TYC makes out pretty well too, I would imagine.

Hmmmm, yep they sold TCM for like 36 a share last summer and buy it back for 14. Damn glad I averaged down!!!

But I can't complain about getting a company I don't like. I was just hoping for a little more upward movement in my TCM.

PK

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Author: megatop Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 109 of 136
Subject: Re: TYC to acquire TCM Date: 10/4/2001 4:52 PM
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Yeah it works out great for the company, but I bought in at 32 as a tyco employee and doubled down at 13.70. Hey, it made me feel better about a negative 75% return on my infant's college money. I was prepared to hold and wait out the recession but it looks like I won't get the chance to make any money off this (I know, never hold an IPO past the initial pop--maybe I'll learn finally the third time around). I completely loaded up on TYC as well which hasn't made any money for me either.

look at the action yesterday ahead of the news and it's fairly obvious someone inside took advantage of the impending situation and recovered their losses. unfortunately a lot of loyal, patriotic tyco employees took a screwing on this one based on mgmt's strong track record. looks like a bailout i guess. I know cynicism about one's company is the hallmark of a loser, but it is really hard to know what to think about this.

By the way, the press releases on this were interesting from the perspective of disclosure of who is on the TYC and TCM board and the implied deliberation that will occur. Basically, it's Kozlowski and his lackeys making an offer to themselves to by themselves out at a marked premium to the market price. Very interesting.

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Author: pknoerr Three stars, 500 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 110 of 136
Subject: Re: TYC to acquire TCM Date: 10/4/2001 5:04 PM
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Well yeah it does work out well for TYC, and that was the purpose initially TYC sold the 11% to get cash to implement the buildout of the FO system. Unfortunately, the price of TCM fell rather than continued to rise.

Unfortunately, it looks uglier for the IPO investor as a hindsight 20/20 thing. Given that the market (especially telecom) took a digger. I did things a little different. I was no longer a TYC employee, so I couldn't get in on the IPO. I told myself I'd be patient and buy after the initial pop). I bought at 24, 18, and then doubled down at 8.5 last week. So my buy price works out to 15 and change. I agree that I would have rather sat on TCM for a bit longer, but I also hold TYC from my ESPP. So now I'm adding to my TYC portfolio at relatively depressed prices.

As to buying more TYC, I see TYC being a good LTBH investment and I'll sit on it for a while...... and likely make a big chunk of cash in the process.

PK

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Author: jamesfrazier Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 111 of 136
Subject: Re: TYC to acquire TCM Date: 10/28/2001 2:46 PM
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So, that's it for Tycom?

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Author: pknoerr Three stars, 500 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 112 of 136
Subject: Re: TYC to acquire TCM Date: 10/29/2001 9:01 AM
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So, that's it for Tycom?

I guess I'm not sure what you mean by this. Tycom will cease to exist as a seperate tradeable entity. Other than that, Tycom will continue to build out it's worldwide fiber network. All of the Tycom major TCM executives, were exectutives with TYCO's TSS prior to the spinoff, and will likely once again become TYC employees. All of your TCM stock will be converted to TYC stock with a buy price of 15.42. I'm assuming that shareholders will have to take capital gains (errrr losses for most folks)on TCM. I haven't read anywhere that the transaction is tax deferred.

PK

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Author: attaboy30 One star, 50 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 113 of 136
Subject: Re: TYC to acquire TCM Date: 11/17/2001 10:41 PM
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Hi all,can you please explain what happens in the buyout process?on the news release it is as follows, "Tyco International Ltd. (TYC;) and TyCom Ltd. (TCM;) announced today that they have executed a definitive agreement whereby a subsidiary of Tyco and TyCom will amalgamate and each outstanding common share of TyCom not owned by Tyco will be converted into the right to receive 0.3133 of a Tyco common share, an increase from the previously announced offer of 0.2997 exchange ratio. Based on the closing price on the New York Stock Exchange of a Tyco common share on October 18, 2001, this represents a value of $15.42 per TyCom common share."
Also, "The transaction is expected to be consummated early next calendar year following approval by TyCom's shareholders."
Sooo,what happens between now and then if TYCO share price jumped to say $60 before they announce a closing date?? PK<< wrote above,"All of your TCM stock will be converted to TYC stock with a buy price of 15.42".I gathered from reading the news release that if the price of a TYCO share was say $60 at the time a date was announced that i would recieve .3133 of a tyco share ($18.80) based on that price? not {15.42} please educate me??

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Author: pknoerr Three stars, 500 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 114 of 136
Subject: Re: TYC to acquire TCM Date: 11/17/2001 11:00 PM
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attaboy,

I grabbed that figure (15.42) from the original press release at the time that the final percentage was worked out. The .3133 of the Tyco price on 10-18-01 worked out to 15.42.

I'm not dead sure how the trade will be worked out.... but suspect that the actual trade will either be based on the price of Tyco on the date that the merger is closed, or it will be based on a value that Tyco averages over a given specified period..... say the 30 days prior to the closing of the deal.... Given that the press release on 10-19-01 (or any of the other releases for that matter) didn't specify any period, and didn't specify a date that the ratio will be based on... I think it will be .3133 of the trading price on the date that the merger is closed.

I've noticed that the price of TCM is mimicing the price of TYC times the multiple .3133, so this seems the most likely.

I'm sorry to confuse with my number 15.42, but I forgot the percentage when I typed the message, and could only remember that number.

PK

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Author: attaboy30 One star, 50 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 115 of 136
Subject: Re: TYC to acquire TCM Date: 11/19/2001 1:54 PM
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PK,thanks for the swift response! , Having never owned a stock in this situation,all my {assumptions}are only based on readings etc..What i {assume} is that i will be given a period of time in which i can agree to accept TYCO shares in exchange @the .3133 ratio for my TCM shares.if i do not accept that offer in due time my next {assumption} is that i will have my shares bought for {x} amount of dollars.? am i correct with these {assumptions} as well?

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Author: prime13 Big red star, 1000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 116 of 136
Subject: Re: TYC to acquire TCM Date: 11/19/2001 2:19 PM
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.What i {assume} is that i will be given a period of time in which i can agree to accept TYCO shares in exchange @the .3133 ratio for my TCM shares.if i do not accept that offer in due time my next {assumption} is that i will have my shares bought for {x} amount of dollars.? am i correct with these {assumptions} as well?

I don't think so. At least this is not what happened in any of the other buyouts that I have been involved with.

What undoubtedly will happen is that at some point, Tyco's purchase of the outstanding shares of TyCom will occur. At that time you will receive .3133 shares of TYC for every share of TCM you own. [You will receive a check for any fractional shares a couple weeks later.] You have no choice -- you will receive the TYC shares. If you prefer to receive cash then you will need to sell your TCM shares before the buyout is official or sell the TYC shares after the the shares are exchanged.

I have not seen anything that says you will be given a choice of cash or shares. I think if you want cash you will have to sell the shares.

prime13 [I am taking the shares.]

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Author: pknoerr Three stars, 500 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 117 of 136
Subject: Re: TYC to acquire TCM Date: 11/19/2001 5:11 PM
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Attaboy,

I gotta go with Prime 13 on this one. You will have no choice...in the case of some mergers you get to vote to accept the terms. But in this case TYC owns 80% of the shares, so once the TYC and TCM boards ( hmmm same guys there too!) vote for the deal the rest of us are along for the ride.

So you will get cash for the fractional shares, and you're account will be credited for .3133 shares for each share.

I'm likely to take the shares for a while. It's sort of the hope that I will see some reward for the bitter pill of TCM not continuing as a individual entity. But I like TYC, and I'm long on a whole big pile of TYC, so eventually, I may decide to decrease my position, and diversify a bit more.

PK



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Author: attaboy30 One star, 50 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 118 of 136
Subject: Re: TYC to acquire TCM Date: 11/19/2001 10:24 PM
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hi again PK,prime13,just a note to show u an example of where i got my {assumption},maybe you can interpret it for me? PEMBROKE, Bermuda and BOCA RATON, Fla., Nov 8, 2001 /PRNewswire via COMTEX/ -- Tyco International Ltd. (TYC;), a diversified manufacturing and service company, and Sensormatic Electronics Corporation (SRM), a leading supplier of electronic security solutions to the retail, commercial and industrial marketplaces, today announced the expiration of the exchange offer by Tyco's wholly-owned subsidiary, Tyco Acquisition Corp. XXIV (NV), for all of the outstanding shares of Sensormatic common stock. The offer expired at 5:00 p.m., New York City time, on Wednesday, November 7, 2001. All shares validly tendered have been accepted for exchange.

Tyco Acquisition was advised by Mellon Investor Services, the exchange agent for the offer, that a total of 91,954,595 shares were tendered in the offer, including 3,977,713 shares delivered through notice of guaranteed delivery. This constitutes in excess of 90% of the Sensormatic common shares, including common shares issuable upon conversion of the outstanding Sensormatic preferred shares.

The exchange ratio for the offer was 0.5189 of a Tyco common share for each Sensormatic common share.

As soon as practicable after the conversion or redemption of all Sensormatic preferred shares, which Sensormatic has called for redemption on November 12, 2001, Sensormatic will be merged with and into Tyco Acquisition with the surviving company becoming a wholly-owned subsidiary of Tyco. Tyco expects that the merger will be accomplished under short-form merger procedures without a vote of Sensormatic stockholders. In the merger, Sensormatic stockholders will receive the same consideration of 0.5189 of a Tyco common share per Sensormatic common share as received by Sensormatic stockholders in the offer.

{"The offer expired at 5:00 p.m., New York City time, on Wednesday, November 7, 2001. All shares validly tendered have been accepted for exchange."}<<<<<< If there will be no choice ,shares or cash,what is the point to having an offer period at all, rather thanjust transferring share for share at set ratio at the merger?? Thanks guys??,sorry if i'm a dummy :)


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Author: pknoerr Three stars, 500 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 119 of 136
Subject: Re: TYC to acquire TCM Date: 11/20/2001 8:47 AM
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The Sensormatic deal is different than the TYCOM deal. Each merger/buyout is different, and one needs to very carefully read the terms of the merger. In the Sensormatic deal it appears that TYCO was trying to fast track the deal and made an offer whereby the shareholders could convert their Sensomatic shares for TYCO shares in lieu of a vote. It appears that 90% of the shareholders of Sensormatic tendered their shares in the merger for conversion on November 12, 2001. As such the remaining shareholders (ie, those that didn't tender their shares) will be converted at the same ratio.

Usually in mergers you get a proxy vote, both as the acquiring company and as the acquired company, once the terms of the deal are announced. In most mergers, once the vote is successfully completed, then the transfer goes through at prescribed price on the date of merger. So both the TYCOM deal (because TYC owns a majority stake, thus no vote is necessary) and the Sensomatic deal (because it's being fast tracked, and the deal was offered in lieu of the vote) are sort of non-normal mergers and acquisitions.

Anyways, you will recieve .3133 shares of TYC for each share of TCM you own. The only thing we don't yet know is when that deal will go through. There may be a small difference between the prices on that date of transfer, but the deal ratio is set, and the price we actually pay for each share of TYC will be determined by the price of TYC on that date.

PK



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