AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed
by Johnson Controls International plc, an Irish public company limited by shares (the “Company”), on May 3, 2019 (the “Schedule TO”) in connection with the Company’s offer to purchase for cash up to an aggregate
purchase price of $4,000,000,000 of its ordinary shares, par value $0.01 per share (the “Shares”), at a per Share 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.
Only those items amended and supplemented are reported in this Amendment No. 2. Except as specifically
provided herein, the information contained in the Schedule TO remains unchanged, and this Amendment No. 2 does not modify any of the other information previously reported on Schedule TO. You should read this Amendment No. 2 together with
the Schedule TO, the Offer to Purchase dated May 3, 2019 (the “Offer to Purchase”) and the related Letter of Transmittal.
ITEM 1. Summary Term Sheet.
Item 1 is hereby amended and supplemented as follows:
The third and fourth bullets of the answer to the subsection of the “Summary Term Sheet” of the Offer to Purchase captioned “Are
there any conditions to the Offer?” are hereby amended and restated as follows:
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the Company having insufficient profits available for distribution within the meaning of section 117 of the
Companies Act 2014 of Ireland, as amended (the “Irish Companies Act”), to complete the purchase of the Shares tendered under the Offer in compliance with Irish law based on the Company’s relevant financial records; at the time of
commencement of the Offer, the Company had sufficient profits available for distribution to consummate the Offer;
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the Company having net assets of less than its
called-up
share capital
and its undistributable reserves (as defined in section 1082 of the Irish Companies Act) to complete the purchase of Shares tendered under the Offer in compliance with Irish law based on the Company’s relevant financial records; at the time of
commencement of the Offer, the Company had sufficient net assets to consummate the Offer;
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ITEM
4
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Terms of the Transaction.
Item 4 is hereby amended and supplemented as follows:
The changes described above in Item 1 of this Amendment No. 2 are hereby incorporated into this Item 4 by reference.
The fourteenth paragraph of the section of the Offer to Purchase titled “Introduction” is hereby amended and restated as follows:
Under Irish law, a company must acquire its own shares either by purchase or by redemption and, in either case, the financial requirements
of the Offer from the perspective of the Company are the same. The Company is authorized under Article 3(d) of our Articles of Association to effect repurchases of Shares as redemptions and any repurchases of Shares pursuant to the Offer will be
effected by redemption. References in this Offer to Purchase to an “offer to purchase,” “purchase,” “repurchase,” “tender” or “purchase price” means “offer to redeem,” “redeem,”
“redemption,” “tender for redemption” or “redemption price” as the context permits and similar terms shall be construed accordingly. The proper tendering or deemed tendering of Shares pursuant to the Offer to Purchase /
redemption in accordance with the terms and subject to the conditions of the Offer, which are capable of purchase under the Offer, shall constitute an agreement, transaction or trade with the Company within the meaning of Article 3(d) of our
Articles of Association and such Shares shall be deemed to be Redeemable Shares within the meaning of our Articles of Association. The Company’s redemption of Shares, as opposed to a purchase, pursuant to the Offer will have no impact on
tendering shareholders or such holders’ rights pending the consummation of the Offer.