On June 5, 2019, Johnson Controls International plc (the Company) issued a press release announcing the final results of its
modified Dutch auction tender offer (the Tender Offer), which expired at 11:59 p.m., New York City time, on May 31, 2019.
Based on the final count by Equiniti Trust Company, the depositary for the Tender Offer, the Company has accepted for payment 102,445,878
shares of the Companys ordinary shares at a purchase price of $39.25 per share, for a cost of $ 4,021,000,711.50, excluding fees and expenses related to the Tender Offer. Included in the 102,445,878 shares the Company accepted for purchase in
the Tender Offer are 535,050 shares that the Company has elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding ordinary shares. The repurchased shares represent approximately 11.4% of the Companys
ordinary shares issued and outstanding as of May 30, 2019.
The depositary will promptly pay for all shares accepted for payment
pursuant to the Tender Offer, and will return all other shares tendered and not purchased in the Tender Offer.
A copy of the press
release was filed as
Exhibit (a)(5)(G) to Amendment No. 6 to the Companys Tender Offer Statement on Schedule TO filed on June 5, 2019
and is incorporated herein by reference.
The Company 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 Tender Offer have been effected by redemption.
This
report is neither an offer to purchase or sell nor a solicitation of an offer to sell or buy any securities of the Company. The Tender Offer was made solely on the terms and subject to the conditions set forth in the Companys Offer to
Purchase, dated May 3, 2019 and the related letter of transmittal, both of which documents are filed as exhibits to the Companys Tender Offer Statement on Schedule TO (together with the amendments and exhibits thereto, the Schedule
TO), originally filed on May 3, 2019, under the Securities Exchange Act of 1934, as amended.
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