CORK, Ireland, May 3, 2019 /PRNewswire/ -- Johnson Controls
International plc ("JCI") (NYSE: JCI) announces that it has
commenced a cash tender offer to purchase up to $4,000,000,000 of its ordinary shares. The
complete terms of the offer are set forth in the Offer to Purchase
dated today and the related Letter of Transmittal.
JCI is conducting the offer by means of a procedure commonly
called a "modified Dutch auction." This procedure allows
shareholders to select the price, within a price range specified by
JCI, and the number of shares they are willing to sell at that
price (or, should a higher price be determined as the "purchase
price," such higher price). JCI is offering to purchase its
ordinary shares for cash for an aggregate purchase price up to
$4,000,000,000, at a single per-share
purchase price not greater than $40.00 and not less than $36.00, to the tendering shareholder in cash,
less any applicable withholding taxes and without interest, on the
terms and subject to the conditions described in the Offer to
Purchase and the Letter of Transmittal. JCI intends to fund the
purchase of the shares with the proceeds from the sale of its Power
Solutions business, which was completed on April 30, 2019.
The offer will expire on the expiration date, which is
11:59 p.m., New York City time, on May 31, 2019, unless extended by JCI. Promptly
after the expiration date, JCI will, on the terms and subject to
the conditions described in the Offer to Purchase, determine the
single per-share purchase price that JCI will pay, subject to "odd
lot" priority, proration and conditional tender provisions, for
shares properly tendered at or below the purchase price in the
offer and not properly withdrawn, and accepted for payment, taking
into account the number of shares tendered pursuant to the offer
and the prices specified, or deemed specified, by the tendering
shareholders. The offer is not conditioned on the receipt of
financing or any minimum value of shares being tendered. The offer
is, however, subject to other conditions. JCI may extend or amend
the offer in its sole discretion, subject to applicable law. If the
offer is extended, JCI will delay the acceptance of any shares that
have been tendered. JCI can also terminate the offer under certain
circumstances as set forth in the Offer to Purchase.
The purchase price will be the lowest price per share (in
increments of $0.25) of not greater
than $40.00 and not less than
$36.00 per share, at which shares
have been properly tendered, or deemed properly tendered, and not
properly withdrawn, that will enable JCI to purchase the maximum
number of shares having an aggregate purchase price not exceeding
$4,000,000,000 (or, if the offer is
not fully subscribed, all shares properly tendered and not properly
withdrawn).
All shares purchased in the offer will be purchased at the same
purchase price regardless of whether the shareholder tendered at a
lower price. However, because of the "odd lot" priority, proration
and conditional tender provisions described in the Offer to
Purchase, it is possible that not all of the shares tendered at or
below the purchase price will be purchased if shares having an
aggregate purchase price in excess of $4,000,000,000 are properly tendered at or below
the purchase price and not properly withdrawn. No shares tendered
above the purchase price will be purchased pursuant to the offer.
Shares tendered but not purchased in the offer will be returned to
the tendering shareholders at JCI's expense promptly after the
expiration date.
In addition, in the event that shares are properly tendered at
or below the purchase price (and not properly withdrawn) having an
aggregate purchase price of more than $4,000,000,000, JCI may exercise its right to
purchase up to an additional 2% of its outstanding shares without
extending the expiration date.
Tenders of shares must be made prior to the expiration of the
offer and tenders may be withdrawn at any time prior to the
expiration of the offer or, if not previously accepted for payment,
after June 28, 2019. Shareholders
wishing to tender their shares but (a) whose certificates for their
shares are not immediately available to them or cannot be delivered
to the depositary prior to the expiration of the offer, (b) who
cannot comply with the procedure for book-entry transfer prior to
the expiration of the offer or (c) cannot deliver their required
documents to the depositary prior to the expiration of the offer,
may still tender their shares by complying with the procedures for
guaranteed delivery as provided for in the Offer to Purchase and
Letter of Transmittal.
While JCI's board of directors has authorized the offer, none of
JCI, its board of directors, the dealer managers, the information
agent or the depositary for the offer makes any recommendation to
shareholders as to whether to tender or refrain from tendering
their shares or as to the price or prices at which they might
choose to tender their shares. Shareholders must make their own
decision as to whether to tender their shares and, if so, how many
shares to tender and at what price or prices. Prior to making any
decision with respect to the offer, shareholders should read
carefully the information in the Offer to Purchase and the related
Letter of Transmittal, including the purposes and effects of the
offer. Shareholders should discuss whether to tender their shares
with their own brokers, if any, and their financial and tax
advisors.
The offer materials are being sent to holders of the ordinary
shares. Holders may also obtain copies of the offer materials
online at the website of the Securities and Exchange Commission at
www.sec.gov as exhibits to the Tender Offer Statement on Schedule
TO filed by JCI today with the SEC.
JCI has retained Barclays Capital Inc., Citigroup Global Markets
Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner
& Smith to act as dealer managers for the offer. D.F. King
& Co., Inc. is acting as the information agent and Equiniti
Trust Company is acting as the depositary for the offer. For
additional information regarding the terms of the offer, please
contact: Barclays Capital Inc. at (888) 610-5877 (toll free),
Citigroup Global Markets Inc. at (877) 531-8365 (toll free), J.P.
Morgan Securities LLC at (877) 371-5947 (toll free) or Merrill
Lynch, Pierce, Fenner & Smith Incorporated at (888) 803-9655
(toll free). Requests for documents may be directed to D.F. King
& Co., Inc. by telephone at (800) 967-5019 (toll-free) or via
email at jci@dfking.com and questions regarding the offer may
be directed to the information agent or to the dealer managers at
their telephone numbers above.
JCI is making the tender offer only by, and pursuant to, the
terms of the Offer to Purchase and the Letter of Transmittal.
Shareholders must make their own decision as to whether to tender
their shares and, if so, in what amount and at what price within
the specified range to tender. The tender offer is not being made
to shareholders in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the blue sky or
other laws of such jurisdiction. In any jurisdiction in which the
blue sky or other laws require the tender offer to be made by a
licensed broker or dealer, the tender offer will be deemed to be
made on behalf of JCI by the dealer managers, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
JCI is authorized under Article 3(d) of its Articles of
Association to effect repurchases of shares as redemptions and any
repurchases of shares pursuant to the offer will be effected by
redemption (as set forth in the Offer to Purchase).
This press release does not constitute an offer to purchase
securities or a solicitation of an offer to sell any securities or
an offer to sell or the solicitation of an offer to purchase any
securities, nor does it constitute an offer or solicitation in any
jurisdiction in which such offer or solicitation is unlawful.
About Johnson Controls International plc
Johnson Controls is a global leader creating a safe, comfortable
and sustainable world. Our 105,000 employees create intelligent
buildings, efficient energy solutions and integrated infrastructure
that work seamlessly together to deliver on the promise of smart
cities and communities in 150 countries. Our commitment to
sustainability dates back to our roots in 1885, with the invention
of the first electric room thermostat. We are committed to helping
our customers win everywhere, every day and creating greater value
for all of our stakeholders through our strategic focus on
buildings.
Johnson Controls International plc has made statements in
this communication that are forward-looking and therefore are
subject to risks and uncertainties. All statements in this document
other than statements of historical fact are, or could be,
"forward-looking statements." In this communication, statements
regarding Johnson Controls' future financial position, sales,
costs, earnings, cash flows, other measures of results of
operations, synergies and integration opportunities, capital
expenditures and debt levels are forward-looking statements. Words
such as "may," "will," "expect," "intend," "estimate,"
"anticipate," "believe," "should," "forecast," "project" or "plan"
and terms of similar meaning are also generally intended to
identify forward-looking statements. However, the absence of these
words does not mean that a statement is not forward-looking.
Johnson Controls cautions that these statements are subject to
numerous important risks, uncertainties, assumptions and other
factors, some of which are beyond Johnson Controls' control, that
could cause Johnson Controls' actual results to differ materially
from those expressed or implied by such forward-looking statements,
including, among others, risks related to: any delay or inability
of Johnson Controls to realize the expected benefits and synergies
of recent portfolio transactions such as the merger with Tyco and
the spin-off of Adient, changes in tax laws (including but not
limited to the recently enacted Tax Cuts and Jobs Act),
regulations, rates, policies or interpretations, the loss of key
senior management, the tax treatment of recent portfolio
transactions, significant transaction costs and/or unknown
liabilities associated with such transactions, the outcome of
actual or potential litigation relating to such transactions, the
risk that disruptions from recent transactions will harm Johnson
Controls' business, the strength of the U.S. or other economies,
changes to laws or policies governing foreign trade, including
increased tariffs or trade restrictions, automotive vehicle
production levels, mix and schedules, energy and commodity prices,
the availability of raw materials and component products, currency
rates and cancellation of or changes to commercial arrangements,
and with respect to the disposition of the Power Solutions
business, whether the strategic benefit of the Power Solutions
transaction can be achieved. A detailed discussion of risks related
to Johnson Controls' business is included in the section entitled
"Risk Factors" in Johnson Controls' Annual Report on Form 10-K for
the 2018 fiscal year filed with the SEC on November 20, 2018 and its Quarterly Report on
Form 10-Q for the period ended March 31,
2019 filed with the SEC on May 3,
2019, which are available at www.sec.gov and
www.johnsoncontrols.com under the "Investors" tab.
Shareholders, potential investors and others should consider these
factors in evaluating the forward-looking statements and should not
place undue reliance on such statements. The forward-looking
statements included in this communication are made only as of the
date of this document, unless otherwise specified, and, except as
required by law, Johnson Controls assumes no obligation, and
disclaims any obligation, to update such statements to reflect
events or circumstances occurring after the date of this
communication.
Contact:
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Investors:
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Antonella
Franzen
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(609)
720-4665
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Ryan
Edelman
|
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(609)
720-4545
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Media:
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Fraser
Engerman
|
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(414)
524-2733
|
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SOURCE Johnson Controls International plc