Tyco to Merge Flow Control with Pentair in Reverse Morris Trust Transaction

Tyco International announced a definitive agreement to spin off its Flow Control business and immediately merge it with Pentair, Inc. The transaction will result in a combined company where Tyco shareholders will own approximately 52.5% and Pentair shareholders will own approximately 47.5% on a fully diluted basis.

“On March 28, 2012, Tyco International Ltd. (“Tyco”) announced that it had entered into (i) a Merger Agreement (the “Merger Agreement”), dated as of March 27, 2012, with Tyco Flow Control International Ltd. (“Flow Control”), a direct wholly-owned subsidiary of Tyco, Panthro Acquisition Co. (“AcquisitionCo”), a newly formed direct wholly-owned subsidiary of Flow Control, Panthro Merger Sub, Inc. (“Merger Sub”), a newly formed direct wholly-owned subsidiary of AcquisitionCo, and Pentair, Inc. (“Pentair”)”

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