Filed by Pentair, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Pentair, Inc.
Registration Number: 333-181250
On July 20, 2012, Pentair, Inc. began to make the following available to all of its employees: (1) The New Pentair Story slide deck, (2) Integration & Standardization Team (IST)
Planning Update and (3) video of Randall J. Hogan.
|
CORPORATE
PENTAIR AND TYCO FLOW CONTROL MERGER
THE NEW PENTAIR STORY
FOR INTERNAL USE ONLY -
DO NOT DISTRIBUTE EXTERNALLY
CORPORATE
July 2012
|
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PENTAIR
THE NEW PENTAIR STORY
2
2
THE NEW PENTAIR STORY
AN EXCITING MOMENT FOR US
We are creating an even
stronger company
with the
scale to capitalize on further
growth opportunities
and
the
ability
to
better
serve
our global customers...
Randy Hogan, Chairman and CEO
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PENTAIR
THE NEW PENTAIR STORY
THE NEW PENTAIR STORY
3
A HERITAGE OF SUCCESS
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PENTAIR
THE NEW PENTAIR STORY
OUR VISION
To be a
diversified industrial
growth company
a
global
enterprise
and
responsible
citizen known for
operational
excellence,
innovation
,
top
talent
and
growth
through
serving
customers
well
PENTAIR
THE NEW PENTAIR STORY
4
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PENTAIR
THE NEW PENTAIR STORY
THE NEW PENTAIR STORY
5
CLEAR VISION, CONSISTENT STRATEGY
We deliver on our priorities by
Investing in innovative
technology
and
application expertise
Innovating
around scarcity, energy efficiency
and sustainability
Continuing to build scale in
fast growth
regions
Taking Pentairs Integrated Management
System
(PIMS)
to the next level
THE NEW PENTAIR STORY
5
STRATEGIC PRIORITIES:
Innovation
Operating
Excellence
Global
Growth
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PENTAIR
THE NEW PENTAIR STORY
BOTH COMPANIES HAVE SIMILAR VALUES
6
THE NEW PENTAIR STORY
Win Right.
EXCELLENCE
Higher performance; rewards for
results
Clear goals; engaged leadership
ACCOUNTABILITY
Accountability
TEAMWORK
Respect for the individual and the
environment
Candor; pragmatic, open style
Speed
INTEGRITY
Absolute integrity
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PENTAIR
THE NEW PENTAIR STORY
BETTER TOGETHER
THE NEW PENTAIR STORY
7
MORE GLOBAL, MORE
DIVERSE, MORE
OPPORTUNITIES
POSITIONED TO LEAD
IN FAST GROWTH
MARKETS
SOLUTIONS FOCUSED
A Global Leader In Water Flow
and Filtration Applications
A Global Leader In Equipment
Protection Solutions
An Emerging Presence In Industrial
Fluid Procession Solutions
A Disciplined and Efficient
Organization
Financially Strong
Building a Global Presence
Strong Regional Leader In Water
and Environmental Solutions
A Global Leader In Industrial
Heat Management Solutions
A Global Leader In Industrial
Valves and Controls
A Disciplined and Efficient
Organization
Financially Strong
Broad Global Reach
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PENTAIR
THE NEW PENTAIR STORY
MORE GLOBAL, MORE DIVERSE, MORE OPPORTUNITIES
8
PENTAIR
8
THE NEW PENTAIR STORY
90+
SERVICE
CENTERS
30,000
EMPLOYEES
100+
MANUFACTURING
FACILITIES
|
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PENTAIR
THE NEW PENTAIR STORY
POSITIONED TO LEAD IN FAST GROWTH MARKETS
THE NEW PENTAIR STORY
9
4+ billion reaching middle
class globally
Increased needs and wants of
developing countries
Desire for a higher quality of life
HAS CREATED
NEW OPPORTUNITIES
Together, we will be better able to serve a
diverse set of customers
Driving infrastructure,
energy and water demands
A GROWING POPULATION
WITH INCREASING WEALTH
|
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PENTAIR
THE NEW PENTAIR STORY
DELIVERED BY EIGHT GBUS
THE NEW PENTAIR STORY
10
Valves &
Controls
Flow
Technologies
Process
Technologies
Aquatic
Systems
Water &
Environmental
Systems
Water
Purification
Technical
Products
Thermal
Controls
|
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PENTAIR
THE NEW PENTAIR STORY
IMMEDIATE OPPORTUNITIES TO WIN
THE NEW PENTAIR STORY
11
CROSS-SELLING AND DISTRIBUTION
OPPORTUNITIES ACROSS THE
NEW PENTAIR
Within Pentair and through our combined
channels: Protective Enclosures, Thermal,
Valves and Controls, Process Technologies,
Water Purification, Flow Technologies, Water
and Environmental Systems and Aquatic
Systems
EXPANDED SERVICE CAPABILITIES
TO MORE FREQUENTLY ENGAGE
WITH CUSTOMERS
Tyco Flow Controls 90+ service centers and
1,100+ service technicians provide the
foundation for future growth and expanded
service capabilities
GREATER PRESENCE IN
FAST GROWTH REGIONS
Stronger global footprint and
product offerings to better
serve emerging markets
TECHNOLOGY INNOVATION AND
CUSTOMER REACH SYNERGIES
Pentairs filtration and flow technology with
Tyco Flow Controls global and customer reach
Tyco Flow Controls valves, controls and
thermal technology with Pentairs channel and
customer reach
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PENTAIR
THE NEW PENTAIR STORY
STRONGER IN THE FUTURE
THE NEW PENTAIR STORY
12
Enhanced financial strength
Strong balance sheet for growth
Diverse businesses for less cyclical performance
A dynamic new organization to foster
innovation and collaboration
Sophisticated systems
Stronger, more global R&D model
Increased opportunities for employees to
learn and grow
Tremendous global opportunities
Commitment to your development
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PENTAIR
THE NEW PENTAIR STORY
WHERE WE ARE IN THE JOURNEY
PENTAIR AND TYCO
FLOW CONTROL
MERGER ANNOUNCED
An estimated $8 billion global
company with the resources,
capabilities and financial
strength to be leader in the
market
THE NEW PENTAIR STORY
13
Be Excited about the Future; Focus Your Current Commitments
FOCUSED INTEGRATION
PLANNING IS
ALREADY UNDERWAY
Already implemented
a world-class integration
process with a dedicated
team focused on three
key objectives:
Ensuring business continuity
for Day One
Position the new Pentair for
growth and operating
efficiency
Implement PIMS and continue
to improve processes
MERGER
ANTICIPATED TO
CLOSE BY END OF
SEPTEMBER 2012
Pending key approvals,
New Pentair will be open
for business
by this fall!
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PENTAIR
THE NEW PENTAIR STORY
WIN RIGHT!
14
This exciting combination
creates opportunities
for all of us
we will begin to
prepare while balancing
our current commitments
to our customers
PENTAIR
THE NEW PENTAIR STORY
|
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PENTAIR
THE NEW PENTAIR STORY
FORWARD-LOOKING STATEMENTS
Caution Concerning Forward-Looking Statements
This communication may
contain certain statements about Pentair, Inc. (Pentair), Tyco Flow Control International Ltd. (Tyco Flow) and Tyco International Ltd. (Tyco) that are forward-
looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of
1995. The forward-looking statements contained in this press release may include statements
about the expected effects on Pentair, Tyco Flow and Tyco of the proposed merger of Pentair and Tyco
Flow (the Merger), the anticipated timing and benefits of the Merger, Pentairs
and Tyco Flows anticipated standalone or combined financial results and all other statements in
this document other than historical facts. Without limitation, any statements preceded or
followed by or that include the words targets, plans, believes,
expects, intends, will, likely, may, anticipates, estimates, projects, should, would, expect, positioned,
strategy, future or words, phrases or terms of similar substance or the
negative thereof, are forward-looking statements. These statements are based on the current expectations of the
management of Pentair, Tyco Flow and Tyco (as the case may be) and are subject to uncertainty and
changes in circumstances and involve risks and uncertainties that could cause
actual results to
differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject
to change. Such risks, uncertainties and assumptions include: the satisfaction of the conditions
to the Merger and other risks related to the completion of the Merger and actions related
thereto; Pentairs and Tycos ability to complete the Merger on anticipated terms and
schedule, including the ability to obtain shareholder or regulatory approvals of the Merger and related
transactions; risks relating to any unforeseen liabilities of Pentair or Tyco Flow; future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness,
financial condition, losses and future prospects; business and management strategies and the expansion and growth of Pentair's or Tyco Flows operations; Pentairs and
Tyco Flows ability to integrate successfully after the Merger and achieve anticipated synergies;
the effects of government regulation on Pentairs or Tyco Flows businesses; the risk that
disruptions from the transaction will harm Pentairs or Tyco Flows business;
Pentairs, Tyco Flows and Tycos plans, objectives, expectations and intentions generally; and other factors
detailed in Pentairs and Tycos reports filed with the U.S. Securities and Exchange
Commission (the SEC), including their Annual Reports on Form 10-K under the caption Risk
Factors. Forward-looking statements included herein are made as of the date
hereof, and none of Pentair, Tyco Flow or Tyco undertakes any obligation to update publicly such
statements to reflect subsequent events or circumstances.
Additional Information
The Merger will be submitted to a vote of Pentair shareholders and the proposed
distribution of Tyco Flow to Tyco shareholders (the Distribution) will be submitted to a vote of Tyco
shareholders. On May 8, 2012, Tyco Flow filed with the SEC a registration statement on Form S-4
containing a preliminary proxy statement/prospectus regarding the Merger. On May 8,
2012, Tyco
Flow filed with the SEC a registration statement on Form S-1 containing a preliminary prospectus and Tyco filed with the SEC a preliminary proxy statement regarding the
Distribution. The preliminary proxy statement/prospectus regarding the Merger, the preliminary
prospectus regarding the Distribution and the Tyco preliminary proxy statement are
available
free of charge on the SECs website at www.sec.gov. Pentair plans to file with the SEC and mail to its shareholders a definitive proxy statement regarding the Merger and Tyco
plans to file with the SEC and mail to its shareholders a definitive proxy statement regarding the
Distribution. Shareholders are urged to read the Form S-4 containing the preliminary proxy
statement/prospectus, the Form S-1 containing the preliminary prospectus and the Tyco preliminary
proxy statement, which are available now, and the Form S-4 containing the definitive
proxy
statement/prospectus regarding the Merger, the Form S-1 containing the definitive prospectus regarding the Distribution and the Tyco definitive proxy statement and any other
relevant documents when they become available, because they will contain important information about
Pentair, Tyco and Tyco Flow and the proposed transactions. The definitive proxy
statement/prospectus relating to the Merger, the definitive prospectus relating to the Distribution,
the Tyco definitive proxy statement and other documents relating to the proposed
transaction
(when they are available) can be obtained free of charge from the SEC's website at www.sec.gov. These documents (when they are available) can also be obtained free of
charge from Pentair upon written request to Investor Relations Department, Pentair, Inc., 5500 Wayzata
Blvd., Suite 800, Minneapolis, MN, 55416, or by calling (763) 545-1730 or from
Tyco or Tyco
Flow upon written request to Investor Relations Department, Tyco International Ltd., 9 Roszel Road, Princeton, NJ, 08540, or by calling (609) 720-4200.
Participants in the Solicitation
Pentair and Tyco and
certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the
proposed transaction under the rules of the SEC. Information about the directors and executive
officers of Pentair may be found in its Annual Report on Form 10-K for the year ended
December 31, 2011 filed with the SEC on February 21, 2012, the definitive proxy statement relating to
its 2012 annual meeting of shareholders filed with the SEC on March 9, 2012 and
Tyco
Flows registration statement on Form S-4 containing the preliminary proxy statement/prospectus relating to the Merger, which was filed with the SEC on May 8, 2012. Information
about the directors and executive officers of Tyco may be found in its Annual Report on Form 10-K
for the year ended September 30, 2011 filed with the SEC on November 16, 2011, the
definitive
proxy statement relating to its 2012 annual general meeting of shareholders filed with the SEC on January 13, 2012 and Tycos preliminary proxy statement, which was filed with
the SEC on May 8, 2012. These documents can be obtained free of charge from the sources indicated
above. Additional information regarding the interests of these participants will also
be
included in the definitive proxy statements when it becomes available.
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MEMORANDUM
|
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DATE:
|
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June 1, 2012
|
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TO:
|
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Pentair and Tyco Flow Control Employees
|
|
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FROM:
|
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Todd Gleason, President Integration & Standardization
|
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SUBJECT:
|
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Integration & Standardization Team (IST) Update
|
A little over a month ago, Chairman and CEO Randy Hogan announced the formation of the Integration &
Standardization Team (IST) for the upcoming merger of the Pentair and Tyco Flow Control businesses. Since that announcement, a significant amount of progress has occurred. This is the first in a regular series of communications you will receive in
order to keep you informed of the progress.
While certain integration activities began immediately, the bulk of the
effort started a few weeks after the initial
March 28
th
announcement. Over the past six weeks we
assembled the IST teams (see page 2), began initial planning activities and held a three day IST Leadership Kick-off Event in Minneapolis on May 16
th
18
th
. This kick-off event was attended by approximately 80 leaders from both companies as we sought to create awareness and
alignment with respect to critical IST objectives which are outlined below:
|
1)
|
Day One Readiness:
First and foremost we must make certain that on Day One our businesses are not disrupted. Business continuity is critical
for our customers, our shareholders and of course for you our employees.
|
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2)
|
Cost & Growth Synergies:
Our goal is to achieve significant cost and growth synergies by 2015. A large portion of the expected savings should
result from combining corporate structures and securing tax synergies. After the merger, we will also drive sourcing redundancy and productivity savings in every function. Additionally, as we combine the two companies, we will evaluate potential
revenue growth opportunities that should result from things like increased business scale and cross-selling opportunities.
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3)
|
Standardization:
Last but not least, we will be driving standardization across the combined organization using the Pentair Integrated Management System
(PIMS) as a foundation. We will discuss PIMS in more detail in future communications. That said, as we plan standardization activities we also look forward to bolstering PIMS with some of Tyco Flow Controls leading processes. And, for business
processes not incorporated in PIMS, we will be looking for the best practices across both companies to ensure those are being adopted quickly.
|
To manage our pursuit of these objectives, we assembled a team of talented business leaders and
incorporated a strong governance model, as follows:
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Steering Committee:
Provides oversight and ultimate governance of the integration and standardization efforts. The steering committee
comprises executive leadership from Pentair and Tyco Flow Control.
|
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|
Randy Hogan, Pentair Chairman and CEO
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Mike Schrock, Pentair President and COO
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John Stauch, Pentair Executive Vice President & CFO
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Fred Koury, Pentair, Senior Vice President, Human Resources
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Angela Lageson, Pentair Senior Vice President, General Counsel and Secretary
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Patrick Decker, Tyco Flow Control President
|
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IST Program Management:
Provides key leadership of IST resources and activities, ensuring we stay within budget and driving performance
toward our objectives.
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|
Todd Gleason, Pentair President of Integration & Standardization
|
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Lee Amram, Tyco Vice President, Mergers & Acquisitions and IST Liaison
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Lexy Wikenheiser, Pentair Vice President, IST Finance
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JoAnn Malz, Pentair Director, IST Program Management
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Eric Dettmer, Pentair Vice President, IST Human Resources
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Marybeth Thorsgaard, Pentair Vice President of Communications
|
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IST Key Functional Leadership:
Drives activities specific to key functional areas and leads the sub-functions within each.
Each Pentair functional lead has a counterpart at Tyco Flow Control.
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Function
|
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Pentair Functional Lead
|
Finance
|
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Tony Sellers
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Accounting
|
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Randy Wacker
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IT
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Paul Samadani
|
Legal
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Jason Stokes
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Human Resources
|
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Eric Dettmer
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Ops, Sourcing & Facilities
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Tom Pettit
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Tax
|
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Julie Flaherty
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Treasury
|
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Terri Scherber
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Risk Management
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Tom Gratz
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Growth
|
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Jerome Pedretti
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Communications
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Marybeth Thorsgaard
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Engineering
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Phil Rolchigo
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In all there are approximately 50 people that are (or will be) heavily involved in key IST processes.
You may be wondering what role do I play in this process? At times, you may be asked to assist or participate in integration and standardization activities. If you are, we would appreciate you helping to champion this effort by
cooperating with the request or work that is needed. Please keep in mind, however, that actual integration will not begin until after closing, and prior to closing Pentair and Tyco Flow Control must continue to operate as separate businesses and to
compete independently of the other.
We look forward to providing regular, timely updates so that you understand how the merger activities
impact your businesses and functions.
Thank you for your support.
C
AUTION
C
ONCERNING
F
ORWARD
-L
OOKING
S
TATEMENTS
T
HIS
COMMUNICATION
MAY
CONTAIN
CERTAIN
STATEMENTS
ABOUT
P
ENTAIR
, I
NC
. (P
ENTAIR
), T
YCO
F
LOW
C
ONTROL
I
NTERNATIONAL
L
TD
. (T
YCO
F
LOW
)
AND
T
YCO
I
NTERNATIONAL
L
TD
.
(T
YCO
)
THAT
ARE
FORWARD
-
LOOKING
STATEMENTS
WITHIN
THE
MEANING
OF
THE
U.S. P
RIVATE
S
ECURITIES
L
ITIGATION
R
EFORM
A
CT
OF
1995. T
HE
FORWARD
-
LOOKING
STATEMENTS
CONTAINED
IN
THIS
PRESS
RELEASE
MAY
INCLUDE
STATEMENTS
ABOUT
THE
EXPECTED
EFFECTS
ON
P
ENTAIR
, T
YCO
F
LOW
AND
T
YCO
OF
THE
PROPOSED
MERGER
OF
P
ENTAIR
AND
T
YCO
F
LOW
(
THE
M
ERGER
),
THE
ANTICIPATED
TIMING
AND
BENEFITS
OF
THE
M
ERGER
, P
ENTAIR
S
AND
T
YCO
F
LOW
S
ANTICIPATED
STANDALONE
OR
COMBINED
FINANCIAL
RESULTS
AND
ALL
OTHER
STATEMENTS
IN
THIS
DOCUMENT
OTHER
THAN
HISTORICAL
FACTS
. W
ITHOUT
LIMITATION
,
ANY
STATEMENTS
PRECEDED
OR
FOLLOWED
BY
OR
THAT
INCLUDE
THE
WORDS
TARGETS
,
PLANS
,
BELIEVES
,
EXPECTS
,
INTENDS
,
WILL
,
LIKELY
,
MAY
,
ANTICIPATES
,
ESTIMATES
,
PROJECTS
,
SHOULD
,
WOULD
,
EXPECT
,
POSITIONED
,
STRATEGY
,
FUTURE
OR
WORDS
,
PHRASES
OR
TERMS
OF
SIMILAR
SUBSTANCE
OR
THE
NEGATIVE
THEREOF
,
ARE
FORWARD
-
LOOKING
STATEMENTS
. T
HESE
STATEMENTS
ARE
BASED
ON
THE
CURRENT
EXPECTATIONS
OF
THE
MANAGEMENT
OF
P
ENTAIR
, T
YCO
F
LOW
AND
T
YCO
(
AS
THE
CASE
MAY
BE
)
AND
ARE
SUBJECT
TO
UNCERTAINTY
AND
CHANGES
IN
CIRCUMSTANCES
AND
INVOLVE
RISKS
AND
UNCERTAINTIES
THAT
COULD
CAUSE
ACTUAL
RESULTS
TO
DIFFER
MATERIALLY
FROM
THOSE
EXPRESSED
OR
IMPLIED
IN
SUCH
FORWARD
-
LOOKING
STATEMENTS
. I
N
ADDITION
,
THESE
STATEMENTS
ARE
BASED
ON
A
NUMBER
OF
ASSUMPTIONS
THAT
ARE
SUBJECT
TO
CHANGE
. S
UCH
RISKS
,
UNCERTAINTIES
AND
ASSUMPTIONS
INCLUDE
:
THE
SATISFACTION
OF
THE
CONDITIONS
TO
THE
M
ERGER
AND
OTHER
RISKS
RELATED
TO
THE
COMPLETION
OF
THE
M
ERGER
AND
ACTIONS
RELATED
THERETO
;
P
ENTAIR
S
AND
T
YCO
S
ABILITY
TO
COMPLETE
THE
M
ERGER
ON
ANTICIPATED
TERMS
AND
SCHEDULE
,
INCLUDING
THE
ABILITY
TO
OBTAIN
SHAREHOLDER
OR
REGULATORY
APPROVALS
OF
THE
M
ERGER
AND
RELATED
TRANSACTIONS
;
RISKS
RELATING
TO
ANY
UNFORESEEN
LIABILITIES
OF
P
ENTAIR
OR
T
YCO
F
LOW
;
FUTURE
CAPITAL
EXPENDITURES
,
EXPENSES
,
REVENUES
,
EARNINGS
,
SYNERGIES
,
ECONOMIC
PERFORMANCE
,
INDEBTEDNESS
,
FINANCIAL
CONDITION
,
LOSSES
AND
FUTURE
PROSPECTS
;
BUSINESS
AND
MANAGEMENT
STRATEGIES
AND
THE
EXPANSION
AND
GROWTH
OF
P
ENTAIR
S
OR
T
YCO
F
LOW
S
OPERATIONS
;
P
ENTAIR
S
AND
T
YCO
F
LOW
S
ABILITY
TO
INTEGRATE
SUCCESSFULLY
AFTER
THE
M
ERGER
AND
ACHIEVE
ANTICIPATED
SYNERGIES
;
THE
EFFECTS
OF
GOVERNMENT
REGULATION
ON
P
ENTAIR
S
OR
T
YCO
F
LOW
S
BUSINESSES
;
THE
RISK
THAT
DISRUPTIONS
FROM
THE
TRANSACTION
WILL
HARM
P
ENTAIR
S
OR
T
YCO
F
LOW
S
BUSINESS
; P
ENTAIR
S
, T
YCO
F
LOW
S
AND
T
YCO
S
PLANS
,
OBJECTIVES
,
EXPECTATIONS
AND
INTENTIONS
GENERALLY
;
AND
OTHER
FACTORS
DETAILED
IN
P
ENTAIR
S
AND
T
YCO
S
REPORTS
FILED
WITH
THE
U.S. S
ECURITIES
AND
E
XCHANGE
C
OMMISSION
(
THE
SEC),
INCLUDING
THEIR
A
NNUAL
R
EPORTS
ON
F
ORM
10-K
UNDER
THE
CAPTION
R
ISK
F
ACTORS
. F
ORWARD
-
LOOKING
STATEMENTS
INCLUDED
HEREIN
ARE
MADE
AS
OF
THE
DATE
HEREOF
,
AND
NONE
OF
P
ENTAIR
, T
YCO
F
LOW
OR
T
YCO
UNDERTAKES
ANY
OBLIGATION
TO
UPDATE
PUBLICLY
SUCH
STATEMENTS
TO
REFLECT
SUBSEQUENT
EVENTS
OR
CIRCUMSTANCES
.
A
DDITIONAL
I
NFORMATION
T
HE
M
ERGER
WILL
BE
SUBMITTED
TO
A
VOTE
OF
P
ENTAIR
SHAREHOLDERS
AND
THE
PROPOSED
DISTRIBUTION
OF
T
YCO
F
LOW
TO
T
YCO
SHAREHOLDERS
(
THE
D
ISTRIBUTION
)
WILL
BE
SUBMITTED
TO
A
VOTE
OF
T
YCO
SHAREHOLDERS
. O
N
M
AY
8, 2012,
T
YCO
F
LOW
FILED
WITH
THE
SEC
A
REGISTRATION
STATEMENT
ON
F
ORM
S-4,
CONTAINING
A
PRELIMINARY
PROXY
STATEMENT
/
PROSPECTUS
REGARDING
THE
M
ERGER
. O
N
M
AY
8, 2012,
T
YCO
F
LOW
FILED
WITH
THE
SEC
A
REGISTRATION
STATEMENT
ON
F
ORM
S-1,
CONTAINING
A
PRELIMINARY
PROSPECTUS
AND
T
YCO
FILED
WITH
THE
SEC
A
PRELIMINARY
PROXY
STATEMENT
,
REGARDING
THE
D
ISTRIBUTION
. T
HE
PRELIMINARY
PROXY
STATEMENT
/
PROSPECTUS
REGARDING
THE
M
ERGER
,
THE
PRELIMINARY
PROSPECTUS
REGARDING
THE
D
ISTRIBUTION
AND
THE
T
YCO
PRELIMINARY
PROXY
STATEMENT
ARE
AVAILABLE
FREE
OF
CHARGE
ON
THE
SEC
S
WEBSITE
AT
WWW
.
SEC
.
GOV
. P
ENTAIR
PLANS
TO
FILE
WITH
THE
SEC
AND
MAIL
TO
ITS
SHAREHOLDERS
A
DEFINITIVE
PROXY
STATEMENT
REGARDING
THE
M
ERGER
AND
T
YCO
PLANS
TO
FILE
WITH
THE
SEC
AND
MAIL
TO
ITS
SHAREHOLDERS
A
DEFINITIVE
PROXY
STATEMENT
REGARDING
THE
D
ISTRIBUTION
. S
HAREHOLDERS
ARE
URGED
TO
READ
THE
F
ORM
S-4
CONTAINING
THE
PRELIMINARY
PROXY
STATEMENT
/
PROSPECTUS
,
THE
F
ORM
S-1
CONTAINING
THE
PRELIMINARY
PROSPECTUS
AND
THE
T
YCO
PRELIMINARY
PROXY
STATEMENT
,
WHICH
ARE
AVAILABLE
NOW
,
AND
THE
F
ORM
S-4
CONTAINING
THE
DEFINITIVE
PROXY
STATEMENT
/
PROSPECTUS
REGARDING
THE
M
ERGER
,
THE
F
ORM
S-1
CONTAINING
THE
DEFINITIVE
PROSPECTUS
REGARDING
THE
D
ISTRIBUTION
AND
THE
T
YCO
DEFINITIVE
PROXY
STATEMENT
AND
ANY
OTHER
RELEVANT
DOCUMENTS
WHEN
THEY
BECOME
AVAILABLE
,
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION
ABOUT
P
ENTAIR
, T
YCO
AND
T
YCO
F
LOW
AND
THE
PROPOSED
TRANSACTIONS
. T
HE
DEFINITIVE
PROXY
STATEMENT
/
PROSPECTUS
RELATING
TO
THE
M
ERGER
,
THE
DEFINITIVE
PROSPECTUS
RELATING
TO
THE
D
ISTRIBUTION
,
THE
T
YCO
DEFINITIVE
PROXY
STATEMENT
AND
OTHER
DOCUMENTS
RELATING
TO
THE
PROPOSED
TRANSACTION
(
WHEN
THEY
ARE
AVAILABLE
)
CAN
BE
OBTAINED
FREE
OF
CHARGE
FROM
THE
SEC
S
WEBSITE
AT
WWW
.
SEC
.
GOV
. T
HESE
DOCUMENTS
(
WHEN
THEY
ARE
AVAILABLE
)
CAN
ALSO
BE
OBTAINED
FREE
OF
CHARGE
FROM
P
ENTAIR
UPON
WRITTEN
REQUEST
TO
I
NVESTOR
R
ELATIONS
D
EPARTMENT
, P
ENTAIR
, I
NC
., 5500 W
AYZATA
B
LVD
.,
S
UITE
800, M
INNEAPOLIS
, MN, 55416,
OR
BY
CALLING
(763) 545-1730
OR
FROM
T
YCO
OR
T
YCO
F
LOW
UPON
WRITTEN
REQUEST
TO
I
NVESTOR
R
ELATIONS
D
EPARTMENT
, T
YCO
I
NTERNATIONAL
L
TD
.,
9 R
OSZEL
R
OAD
, P
RINCETON
, NJ, 08540,
OR
BY
CALLING
(609) 720-4200.
P
ARTICIPANTS
IN
THE
S
OLICITATION
P
ENTAIR
AND
T
YCO
AND
CERTAIN
OF
THEIR
RESPECTIVE
DIRECTORS
AND
EXECUTIVE
OFFICERS
MAY
BE
DEEMED
TO
BE
PARTICIPANTS
IN
THE
SOLICITATION
OF
PROXIES
FROM
SHAREHOLDERS
IN
CONNECTION
WITH
THE
PROPOSED
TRANSACTION
UNDER
THE
RULES
OF
THE
SEC. I
NFORMATION
ABOUT
THE
DIRECTORS
AND
EXECUTIVE
OFFICERS
OF
P
ENTAIR
MAY
BE
FOUND
IN
ITS
A
NNUAL
R
EPORT
ON
F
ORM
10-K
FOR
THE
YEAR
ENDED
D
ECEMBER
31, 2011
FILED
WITH
THE
SEC
ON
F
EBRUARY
21, 2012,
THE
DEFINITIVE
PROXY
STATEMENT
RELATING
TO
ITS
2012
ANNUAL
MEETING
OF
SHAREHOLDERS
FILED
WITH
THE
SEC
ON
M
ARCH
9, 2012
AND
T
YCO
F
LOW
S
REGISTRATION
STATEMENT
ON
F
ORM
S-4
CONTAINING
THE
PRELIMINARY
PROXY
STATEMENT
/
PROSPECTUS
RELATING
TO
THE
M
ERGER
,
WHICH
WAS
FILED
WITH
THE
SEC
ON
M
AY
8, 2012.
I
NFORMATION
ABOUT
THE
DIRECTORS
AND
EXECUTIVE
OFFICERS
OF
T
YCO
MAY
BE
FOUND
IN
ITS
A
NNUAL
R
EPORT
ON
F
ORM
10-K
FOR
THE
YEAR
ENDED
S
EPTEMBER
30, 2011
FILED
WITH
THE
SEC
ON
N
OVEMBER
16, 2011,
THE
DEFINITIVE
PROXY
STATEMENT
RELATING
TO
ITS
2012
ANNUAL
GENERAL
MEETING
OF
SHAREHOLDERS
FILED
WITH
THE
SEC
ON
J
ANUARY
13, 2012
AND
T
YCO
S
PRELIMINARY
PROXY
STATEMENT
,
WHICH
WAS
FILED
WITH
THE
SEC
ON
M
AY
8, 2012. T
HESE
DOCUMENTS
CAN
BE
OBTAINED
FREE
OF
CHARGE
FROM
THE
SOURCES
INDICATED
ABOVE
. A
DDITIONAL
INFORMATION
REGARDING
THE
INTERESTS
OF
THESE
PARTICIPANTS
WILL
ALSO
BE
INCLUDED
IN
THE
DEFINITIVE
PROXY
STATEMENTS
WHEN
IT
BECOMES
AVAILABLE
.
Transcript of Randy Hogan Video to Employees on July 20, 2012
This is truly an exciting time for all of us at Pentair. With the pending merger of Tyco Flow Control, we will be creating an even stronger company with
the scale to capitalize on further growth opportunities and the ability to better serve our global customers.
I know many of you have
questions. Our goal is to provide consistent, clear and updated communication to you on a regular basis. In order to do that in real time, we have launched a new microsite called Merger Me which will house all current information about
the merger and integration process.
This site, which can be accessed off of The Wells home page, will contain a regularly updated list
of frequently asked questions with a feedback loop. It also will feature:
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Information about whats changing and, importantly, whats not changing with respect to policies, procedures and how we run our company.
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Also, it will contain tools to help you stay up to date on the planned merger and the exciting opportunities ahead.
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Im asking you to take advantage of the information available here and learn about the exciting opportunity ahead for us and how you can play a role
in that. I also encourage you to use the feedback feature on the site to let us know what type of additional information would be helpful, along with any specific questions you may have. We are committed to providing you with the information you
need. The site is dynamic and will be updated whenever there is new information to share.
I am confident about our strategy, the power of
combining these two companies, and how together, well be strong from the start and even stronger in the future. Check it out. Theres lots to be excited about.
Thank you and win right.
Caution Concerning Forward-Looking Statements
This communication may contain certain statements about Pentair, Inc. (Pentair), Tyco Flow Control International Ltd. (Tyco Flow)
and Tyco International Ltd. (Tyco) that are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this press release may
include statements about the expected effects on Pentair, Tyco Flow and Tyco of the proposed merger of Pentair and Tyco Flow (the Merger), the anticipated timing and benefits of the Merger, Pentairs and Tyco Flows
anticipated standalone or combined financial results and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words targets,
plans, believes, expects, intends, will, likely, may, anticipates, estimates, projects, should, would,
expect, positioned, strategy, future or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations
of the management of Pentair, Tyco Flow and Tyco (as the case may be) and are subject to uncertainty and changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or
implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the satisfaction of the conditions to the Merger and
other risks related to the completion of the Merger and actions related thereto; Pentairs and Tycos ability to complete the Merger on anticipated terms and schedule, including the ability to obtain shareholder or regulatory approvals of
the Merger and related transactions; risks relating to any unforeseen liabilities of Pentair or Tyco Flow; future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and
future prospects; business and management strategies and the expansion and growth of Pentairs or Tyco Flows operations; Pentairs and Tyco Flows ability to integrate successfully after the Merger and achieve anticipated
synergies; the effects of government regulation on Pentairs or Tyco Flows businesses; the risk that disruptions from the transaction will harm Pentairs or Tyco Flows business; Pentairs, Tyco Flows and Tycos
plans, objectives, expectations and intentions generally; and other factors detailed in Pentairs and Tycos reports filed with the U.S. Securities and Exchange Commission (the SEC), including their Annual Reports on Form 10-K
under the caption Risk Factors. Forward-looking statements included herein are made as of the date hereof, and none of Pentair, Tyco Flow or Tyco undertakes any obligation to update publicly such statements to reflect subsequent
events or circumstances.
Additional Information
The Merger will be submitted to a vote of Pentair shareholders and the proposed distribution of Tyco Flow to Tyco shareholders (the Distribution) will be submitted to a vote of Tyco
shareholders. On May 8, 2012, Tyco Flow filed with the SEC a registration statement on Form S-4, as subsequently amended, containing a preliminary proxy statement/prospectus regarding the Merger. On May 8, 2012, Tyco Flow filed with the
SEC a registration statement on Form S-1, as subsequently amended, containing a preliminary prospectus and Tyco filed with the SEC a preliminary proxy statement, as subsequently amended, regarding the Distribution. The preliminary proxy
statement/prospectus regarding the Merger, the preliminary prospectus regarding the Distribution and the Tyco preliminary proxy statement are available free of charge on the SECs website at www.sec.gov. Pentair plans to file with the SEC and
mail to its shareholders a definitive proxy statement regarding the Merger and Tyco plans to file with the SEC and mail to its shareholders a definitive proxy statement regarding the Distribution. Shareholders are urged to read the Form S-4
containing the preliminary proxy statement/prospectus, the Form S-1 containing the preliminary prospectus and the Tyco preliminary proxy statement, which are available now, and the Form S-4 containing the definitive proxy statement/prospectus
regarding the Merger, the Form S-1 containing the definitive prospectus regarding the Distribution and the Tyco definitive proxy statement and any other relevant documents when they become available, because they will contain important information
about Pentair, Tyco and Tyco Flow and the proposed transactions. The definitive proxy statement/prospectus relating to the Merger, the definitive prospectus relating to the Distribution, the Tyco definitive proxy statement and other documents
relating to the proposed transaction (when they are available) can be obtained free of charge from the SECs website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Pentair upon written request
to Investor Relations Department, Pentair, Inc., 5500 Wayzata Blvd., Suite 800, Minneapolis, MN, 55416,
or by calling (763) 545-1730 or from Tyco or Tyco Flow upon written request to Investor Relations Department, Tyco International Ltd., 9 Roszel Road, Princeton, NJ, 08540, or by calling
(609) 720-4200.
Participants in the Solicitation
Pentair and Tyco and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed
transaction under the rules of the SEC. Information about the directors and executive officers of Pentair may be found in its Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 21, 2012, the
definitive proxy statement relating to its 2012 annual meeting of shareholders filed with the SEC on March 9, 2012 and Tyco Flows registration statement on Form S-4 containing the preliminary proxy statement/prospectus relating to the
Merger, which was filed with the SEC on May 8, 2012, as subsequently amended. Information about the directors and executive officers of Tyco may be found in its Annual Report on Form 10-K for the year ended September 30, 2011 filed with
the SEC on November 16, 2011, the definitive proxy statement relating to its 2012 annual general meeting of shareholders filed with the SEC on January 13, 2012 and Tycos preliminary proxy statement, which was filed with the SEC on
May 8, 2012, as subsequently amended. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the definitive proxy statements
when it becomes available.
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