CORK, Ireland, June 3, 2019 /PRNewswire/ -- Johnson
Controls International plc ("JCI") (NYSE: JCI) today announced
the preliminary results of its "modified Dutch auction" tender
offer, which expired at 11:59 p.m.,
New York City time, on
May 31, 2019.
Based on the preliminary count by Equiniti Trust Company, the
depositary for the tender offer, a total of approximately
102,318,204 shares of JCI's ordinary shares were properly tendered
and not properly withdrawn at or below a purchase price of
$39.25 per share, including shares
that were tendered by notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer
and based on the preliminary count by the depositary, JCI expects
to accept for payment, at a purchase price of $39.25, approximately 102,318,204 shares properly
tendered at or below the purchase price and not properly withdrawn
before the expiration date, at an aggregate cost of approximately
$4,015,989,507, excluding fees and
expenses relating to the tender offer. Included in the 102,318,204
shares JCI expects to accept for purchase in the tender offer are
approximately 407,376 shares that JCI has elected to purchase
pursuant to its right to purchase up to an additional 2% of its
outstanding ordinary shares. The shares expected to be purchased
represent approximately 11.4% of JCI's ordinary shares issued and
outstanding as of May 30, 2019.
The number of shares expected to be purchased in the tender
offer, the price per share and total purchase price are based on
the assumption that all shares tendered through notice of
guaranteed delivery will be delivered within the prescribed two
trading day settlement period. The final number of shares to be
purchased, the final price per share and final total purchase price
will be announced following the expiration of the guaranteed
delivery period and the completion by the depositary of the
confirmation process. Payment for the shares accepted for purchase
pursuant to the tender offer, and the return of all other shares
tendered and not purchased, will occur promptly thereafter.
Barclays Capital Inc., Citigroup Global Markets Inc., J.P.
Morgan Securities LLC and BofA Securities, Inc. are acting 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 BofA Securities, Inc. at (888) 803-9655 (toll free).
Questions regarding the offer may be directed to D.F. King &
Co., Inc., the information agent, by telephone at (800) 967-5019
(toll-free) or via email at jci@dfking.com or to the dealer
managers at their telephone numbers above.
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).
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