MiamiGent
12 years ago
TYCO Analysis: Tyco's latest breakup could feed shareholder activism
BY Reuters 1:03 PM ET 09/17/2012
By Nick Zieminski
http://stockcharts.com/h-sc/ui?s=TYC
NEW YORK (Reuters) - The imminent breakup of Tyco International Ltd , its second in five years, could provide ammunition to activist shareholders if the newly separated pieces prove more successful than the former industrial conglomerate.
The separation of Tyco's ADT security service, its commercial fire and security businesses, and the merger of Tyco Flow Control with Pentair, are expected to be completed early next month. Shareholders approved the three-way split on Monday.
Tyco stock has gained almost 40 percent since the split was announced a year ago, outperforming both the broader market and other industrial shares. Proponents of the breakup say that being independent and more focused should allow the three companies to set and execute strategy more effectively.
"A lot of people will end up holding all three pieces because they think that one or more of them is a potential takeover candidate and the management has the flexibility to deploy cash on any number of things," said Vertical Research Partners analyst Jeff Sprague.
The breakup of a manufacturing conglomerate is a relatively rare event. ITT Corp's recent split, which has received positive marks from investors, was the only other major example since Tyco's 2007 healthcare and electronics spinoffs.
In other market sectors, however, companies announcing breakups or major divestitures have included ConocoPhillips , McGraw-Hill Companies Inc and Expedia Inc , as well as Kraft Foods Inc and Fortune Brands .
If the new, nimble baby Tycos do well, for example by entering new markets or consolidating rivals, that brings fresh attention to other industrial companies that hold disparate businesses, Sprague added, citing Ingersoll Rand Plc , Dover Corp and Textron Inc as examples.
"It creates pressure for companies to perform and, or, to justify their structure," Sprague said. "It doesn't lead to an explosion of activity in this sort of thing (but) it feeds shareholder activism if people are seeing companies do this with success."
Ingersoll, a maker of heating and cooling systems for homes and businesses, has been urged by activist investor Nelson Peltz and his Trian Fund to consider breaking up the company. It has added Peltz to its board while defending its business model.
"The portfolio is very connected on some fundamental levels," Ingersoll CFO Steve Shawley told an investor conference last week.
VALUING THE PIECES
One challenge to measuring the success of the new stocks - Tyco Fire & Security, ADT, and the new, larger Pentair majority-owned by Tyco shareholders - lies in figuring out how to value the companies.
The remnant of Tyco, which will sell commercial fire and security products and hold the ADT brand outside North America, can be compared to Honeywell International , United Technologies Corp , Ingersoll and Johnson Controls Inc , analysts say. Those names are more diversified than Tyco Fire and Security but participate in similar markets.
Pentair has easier, more direct comparisons. It resembles Flowserve Corp , Xylem Inc - once part of ITT - Swiss-based Sulzer AG and others, all part of a flow control market that has been called ripe for consolidation.
Flow control refers to companies that make valves and controls used in energy and other markets.
ADT, a provider of monitored security services with a growing business in home automation systems, may be tougher to figure out. The company, a dominant player in a fragmented field, is comparable to both cable and telecommunications rivals, as well as to divisions of some industrial companies.
Both ADT and Tyco analysts suggest the company can be measured in terms of monthly recurring revenue, a key metric for security services, or in terms of a multiple of operating earnings. Analysts caution that valuing the company in traditional price-to-earnings terms may be less meaningful because of complicated tax matters, a Tyco legacy.
Becker Capital Management, which owns around 550,000 Tyco shares, expects to hold all three of the new companies, said Becker analyst Mike McGarr, who said an improving housing market will allow ADT to focus on pricing and ways to limit customer turnover.
"It's more fun to follow a company that's in one line of business," McGarr said. "Conglomerates are hard to figure out."
(Editing by Patricia Kranz and Matthew Lewis)
chucka
23 years ago
NEWS OUT BCR out of the TYCO diaster emerges -say- a WIN: nice to have MY PICK verified: ZACKS! GadZacks Gad Zookas:
--------------------------------------------------------------------------------
Zacks Issues Recommendations on 4 Stocks: ANN, BCR, KR, and XLNX
CHICAGO, Mar 8, 2002 /PRNewswire via COMTEX/ -- Zacks.com releases another list
of stocks that are currently members of the coveted Zacks #1 Ranked list which
has produced an average annual return of 34% since inception in 1980 and was up
18.7% in 2001. Among the #1 ranked stocks are the following companies: Ann
Taylor Stores Corp. (NYSE: ANN) and C.R. Bard Inc. (NYSE: BCR). Further they
announced #2 Rankings (Buy) on two other widely held stocks: Kroger Co. (NYSE:
KR) and Xilinx Inc. (Nasdaq: XLNX). To see the full Zacks #1 Ranked list or the
rank for any other stock then visit http://www.zacksrank1.zacks.com
(Photo: http://www.newscom.com/cgi-bin/prnh/20010924/CGM015LOGO )
Here is a synopsis of why these stocks were added to the Zacks #1 Ranked List:
Ann Taylor Stores Corp. (NYSE: ANN): The company just reported earnings that
beat Street estimates and analysts are flowery over this retail designer. The
most recent estimates for FY 2002 are up, one is as much as $.48 ahead of the
previous consensus. One analyst raised his estimate to $48.
C.R. Bard Inc. (NYSE: BCR): This company has leading market positions in all of
its businesses that include vascular, oncology, urology and surgical. The
company guided higher to 8% earnings growth in 2002 after generating strong
positive cash flow and analysts expect low double digit EPS growth.
Here is a synopsis of why these stocks have a Zacks Rank of 2 (Buy):
Kroger Co. (NYSE: KR): Analysts expect current initiatives at Kroger to save the
company $500 million this year, which it will then put into improving sales
trends that will be easing structurally as the competitive environment
stabilizes. Both quarterly and annual earnings estimates have been increased
incrementally by the experts and one raised her target to $26.
Xilinx Inc. (Nasdaq: XLNX): Xilinx is on a tear with a number of new products
and partnerships including a system generator for the PowerPC Tool and IBM
respectively. The company is on the cutting edge of increasing the rapidity of
developing programmable systems and the analysts see improvements in earnings
numbers quarterly and for the full year ending in 3/03.
To truly take advantage of the Zacks Rank, you need to first understand how it
works. That's why we created the free special report; "Zacks Rank Guide:
Harnessing the Power of Earnings Estimate Revisions." Download your free copy
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chucka
23 years ago
Owner of Lawrence, Kan., Medical Products Plant Backs Out of Tyco Deal
Feb 07, 2002 (Journal-World - Knight Ridder/Tribune Business News via COMTEX)
-- Medical device maker C.R. Bard Inc. -- owner of a Davol Inc. plant in
Lawrence -- regained its independent status Wednesday after the company said it
was ending its agreement to be bought by Tyco International, the diversified
industrials group.
The all-share deal, which had been valued at $3.2 billion when announced last
May, recently came under a cloud as Tyco's shares took a beating after the
conglomerate announced plans to split into four separate companies.
Bard's shares, valued at $60 when the deal was announced, closed Wednesday at
$50 on the New York Stock Exchange. Tyco shares, which were at $57 when it
entered into the deal to acquire Bard, closed Wednesday at $25.92 on the NYSE.
"We now believe that the best course of action for our shareholders, as well as
our employees, is for Bard to remain an independent company," said William
Longfield, Bard's chief executive.
C.R. Bard owns Davol, whose plant at 700 E. 22nd St. has about 140 employees and
produces disposable medical products, including irrigation syringes.
Bard said it was no longer looking for a buyer and was looking to resume life as
an independent company. It said its financial outlook was positive, saying it
would provide more details in the next few days.
Bard and Tyco said they each would bear their own costs associated with the
deal. Bard said the costs were not material to its financial performance.
The break-up did not come as a surprise, with many analysts believing that a
spin-off of Tyco's healthcare business would translate into a tax obligation for
Bard shareholders.
To see more of the Journal-World, or to subscribe to the newspaper, go to
http://www.ljworld.com.
(c) 2002, Journal-World, Lawrence, Kan. Distributed by Knight Ridder/Tribune Business News.
Chucka THIS IS KANSAS
chucka
23 years ago
Bard Broke the TYC Merger on 6 Feb and on 7 Feb these Highlights were issued. Traded up on the News : a Few Dollars this week, it used to be a post $60 stock now $52: EPS rate is 15% on the Best case exhibite on the $52 Stock Price. That is good for our long shares of BCR I think. ( I used $3.31 EPS figure )( TYC was =has been will continue to be- criticized for using a five fold factor for Goodwill see my post # 1 header with 3 links to such at Raging Bull as BCR only used about 20% factor on Goodwill - or a one in ten or reality 10%-prior Financials which is OK with me even then but with the elimination I see the EPS factor at 25% in my own minds' bullseye!)
My Forcaste $66-69 share price by a month down the road. BCR I will now see IF I can change the Header to BCR Board here:
Earnings will next be released on 16 April, On the Day of Breakup I bot CALLS at April 19th Strike date at a strike level $55 as I think it will adjust to non tie in to TYC stock price:
Bard Provides Financial Guidance for 2002
Bard Provides Financial Guidance for 2002
MURRAY HILL, N.J., Feb 7, 2002 (BW HealthWire) -- C. R. Bard, Inc. (NYSE:BCR)
today communicated its estimates for full year 2002 and first quarter 2002
financial performance.
The Company has targeted revenue growth for the full year 2002 at 8 percent in
constant currency. Also, for the full year 2002, the Company estimates that
earnings per share will be between $3.27 and $3.31 including a 24 cent impact
from the elimination of goodwill amortization in accordance with Statement of
Financial Accounting Standards No. 142 (SFAS 142), "Goodwill and Other
Intangible Assets". First quarter 2002 revenue is expected to grow between 6 and
8 percent, in constant currency, with earnings per share of 78 to 79 cents
including a 6 cent impact from the elimination of goodwill amortization.
This guidance excludes the impact of a charge associated with the termination of
Bard's merger agreement with Tyco International Ltd., to be recorded in the
first quarter. This charge is not expected to exceed $10 million on a pre-tax
basis.
The Company provided further guidance on revenues and ratios for the full year
2002 along with its year end 2001 balance sheet and cash flow statements, and
supplemental information on 2001 results following the text of this release.
Bard expects to reinitiate its quarterly earnings conference call following the
first quarter of 2002. Earnings for the first quarter are tentatively scheduled
to be released on April 16, 2002.
C. R. Bard, Inc., (www.crbard.com) headquartered in Murray Hill, New Jersey, is
a leading multinational developer, manufacturer and marketer of health care
products in the fields of vascular, urology, oncology and surgical specialty
products.
This press release contains forward-looking statements, the accuracy of which is
necessarily subject to risks and uncertainties. Please refer to our September
30, 2001 Form 10-Q for a statement with regard to forward-looking statements,
including disclosure of the factors that could cause actual results to differ
materially from those expressed or implied.
C. R. Bard. Inc.
2002 Financial Objectives
Revenue Growth
(in constant currency)
Disease State % Range
Vascular 6 - 8 %
Urology 5 - 7 %
Oncology 8 - 10 %
Surgery 10 - 12 %
Income Statement
Selected Ratios
(% to Sales)
% Range
Gross Profit 53.2 - 53.6 %
SG&A 28.5 - 29.0 %
R&D 4.5 - 5.5 %
Income Taxes (% IBT) 28.2 - 28.7 %
C. R. Bard, Inc.
Condensed Consolidated Balance Sheets
For the Periods Ended
(in thousands)
December 31, December 31,
2001 2000
-------------------------------
ASSETS
Cash and short-term investments $271,000 $119,700
Accounts receivable, net $176,800 $195,800
Inventories $182,000 $193,500
Other current assets $17,600 $17,600
-------------------------------
Total current assets $647,400 $526,600
-------------------------------
Property, plant and equipment, net $157,900 $155,500
Intangible assets, net of
amortization $372,900 $356,200
Other assets $52,900 $50,900
-------------------------------
Total assets $1,231,100 $1,089,200
===============================
LIABILITIES AND SHAREHOLDERS'
INVESTMENT
Short-term debt $800 $800
Accounts payable $43,600 $56,000
Accrued liabilities $190,100 $167,700
-------------------------------
Total current liabilities $234,500 $224,500
-------------------------------
Long-term debt $156,400 $204,300
Other long-term liabilities $51,500 $46,500
-------------------------------
Shareholders' Investment $788,700 $613,900
-------------------------------
Total liabilities and shareholders'
investment $1,231,100 $1,089,200
===============================
C. R. Bard, Inc.
Condensed Consolidated Statements of Cash Flows
For the Periods Ending
(in thousands)
Twelve Months Ended
December 31,
2001 2000
-------------- -------------
Cash flows from operating activities:
Net income $143,200 $106,900
Noncash items and other $104,900 $99,800
------------ -------------
$248,100 $206,700
------------ -------------
Cash flows from investing activities:
Capital expenditures ($27,400) ($19,400)
Other long-term investments, net ($44,700) ($36,600)
------------ -------------
($72,100) ($56,000)
------------ -------------
Cash flows from financing activities:
Purchase of common stock ($17,500) ($17,800)
Dividends paid ($43,100) ($41,800)
Other financing activities $35,400 ($63,300)
------------ -------------
($25,200) ($122,900)
------------ -------------
Translation adjustment ($2,600) ($6,400)
Cash and cash equivalents:
Increase during the period $148,200 $21,400
Balance at January 1, $114,100 $92,700
------------ -------------
Balance at December 31, $262,300 $114,100
============ =============
C. R. Bard, Inc.
Revenue Growth Rates by Product Group
For the Quarter and Twelve Month Period Ending December 31, 2001
Quarter Ending 12/31/01
% Growth % Growth
As Constant
Reported Currency
-------------------------------
VASCULAR DIAGNOSIS & INTERVENTION
Electrophysiology 13% 12%
Radiology 6% 5%
Grafts 7% 6%
------------------------------
TOTAL VASCULAR 8% 7%
------------------------------
UROLOGICAL DIAGNOSIS & INTERVENTION
Basic Drainage -1% -1%
Urological Specialties 23% 23%
------------------------------
TOTAL UROLOGICAL 7% 7%
------------------------------
ONCOLOGICAL DIAGNOSIS & INTERVENTION
Specialty Access 5% 5%
Interventional (G.I.) 11% 11%
------------------------------
TOTAL ONCOLOGICAL 7% 7%
------------------------------
SURGICAL SPECIALTIES
Soft Tissue Products 21% 20%
Performance Irrigation -1% -1%
Hemostasis 13% 13%
------------------------------
TOTAL SURGICAL SPECIALTIES 13% 13%
------------------------------
TOTAL OTHER PRODUCTS 1% 1%
------------------------------
TOTAL NET SALES 8% 8%
==============================
Twelve Months Ending 12/31/01
% Growth % Growth
As Constant
Reported Currency
-------------------------------
VASCULAR DIAGNOSIS & INTERVENTION
Electrophysiology 10% 12%
Radiology 4% 6%
Grafts 0% 1%
-------------------------------
TOTAL VASCULAR 4% 6%
-------------------------------
UROLOGICAL DIAGNOSIS & INTERVENTION
Basic Drainage 1% 2%
Urological Specialties 21% 22%
-------------------------------
TOTAL UROLOGICAL 8% 9%
-------------------------------
ONCOLOGICAL DIAGNOSIS & INTERVENTION
Specialty Access 7% 8%
Interventional (G.I.) 12% 13%
-------------------------------
TOTAL ONCOLOGICAL 9% 9%
-------------------------------
SURGICAL SPECIALTIES
Soft Tissue Products 21% 22%
Performance Irrigation -2% -2%
Hemostasis 18% 18%
-------------------------------
TOTAL SURGICAL SPECIALTIES 12% 13%
-------------------------------
TOTAL OTHER PRODUCTS 0% 0%
-------------------------------
TOTAL NET SALES 8% 9%
===============================
CONTACT: C. R. Bard, Inc.
Todd C. Schermerhorn, 908/277-8139
chucka
23 years ago
Thank you SirBird: Look at Prudential Securities Report Heading, myself as a Pru Affiliate for near a decade in real estate, I had to click: THEY are STILL POSITIVE in BCR:
BTW, in the Commerical Real Estate Boom one year I had $19 Mill in Listings and presented $10 Mill in offers to purchase yet many were NOT ACCEPTED nd only 25% of that were sent to closings: LOL: Also YESTERDAY I offered BCR as a Golden List Candidate, at si I will post this URL here at iHub TGL Board.
""..Preview
(click for more
information)
In This Report:
TYC, BCR
BCR: STILL VIABLE AS AN INDEPENDENT ENTITY, 4Q01 RESULTS SHOW BUSINESS INTACT.
Written by: Sandra J. Hollenhorst
Released 1/29/2002
Provider: Prudential Securities-Equity
Price: $10.00
3 Pages, 36329 Bytes
Format: Acrobat Reader PDF
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http://cnnfn.multexinvestor.com/download.asp?docid=26109813&ticker=TYC&target=%2Fstocks%2Fco....
chucka
23 years ago
Thanks birdofp...I ended up buying BCR rather than TYC. Here is some reasoning: I would think that the Goodwill Issue and the accounting and possibilty a adverse Bard RE DEALING or breaking of will take TYC down while BCR will up:
Chucka
From SI just now I posted:
""
The TEAM with the best kicker will win, me I am from Boston, I am leaning toward....The PATRIOTS.
Chucka
P.S.- Now let's have a talk on the Golden ( List LIVE also ) boot kicker( SSP ) time for a drop kick projection.
P.P.S.- Thanks for us guys now Blue ChatmasterS? LOL- Me? all OF US that been around as signupers? -I wondered if staying around long enough ...well, would do it, just like the Super Bowl; the ONES LEFT STANDING!
Congrats on the new format.( JimB also )
""
Certain behavior is frowned upon and is liable to be dealt with via the "GOLDEN BOOT". SSP used to be, among other things, a pro football place kicker and punter, so those spamming, fighting with others in the room, or otherwise being a pain in the butt, will be booted from the room, and find themselves flying through the air towards the goal posts....and I hear it hurts, if the kick is a little off, and you hit the post. Often there are "newbies" in LIVE and they may have questions. We expect those questions to be answered truthfully, and the posters not mocked, or taken advantage of. None of us know it all, we can all learn something new, every day. //..""
http://www.tgllive.com/ Terms of Use.
P.P.P.S.- Come on SSP; St Louis or New England ? Rams ...or The Pats
Watch BCR:NYSE BARD this week, some folks say it could go back up to 65 or bacj down in a TYC trading tie in range, me; I think it will break the study of the Merger as declared twice from the Tax Free Prior Deal and hewnse will unloock the artificial tie that was created with Merger News of last 9 months. If unleashed, it will soar as it has a divended under it belt since merger announced and a 10% increase in sales and new profite centers from just thos one uniot will be realized in the comming months, let alone the fact that THE GOODWILL VALUE built into their books is like 20 % or less than TYC had built into its accounty books, still.( at current price levels). I think it an valid play much like MSFT was last year for TGL. DOZENS of brands that all hospitals use, DAVOL etc we have all seen them, on the shevles!
http://www.crbard.com ( 4 divisions itself w average of 4 clicks each)( Brand Names )
http://www.herniainfo.com/
Chucka at TGLLIVE
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=17003526
chucka
23 years ago
Filer: Tyco International Ltd. and C.R. Bard, Inc.Pursuant to Rule 425 under the Securities Act of 1933and deemed filed pursuant to Rule 14a-12of the Securities Exchange Act of 1934Subject Company: C.R. Bard, Inc.Commission File No. 1-6926FOR IMMEDIATE RELEASECONTACTS:Investor Relations Media RelationsR. Jackson Blackstock Maryanne KaneSenior Vice President Chief Communications OfficerTyco International (US) Inc. Tyco International (US) Inc.212-424-1344 212-424-1358 / 508-747-0800Investor RelationsTodd SchermerhornVice President/TreasurerC.R. Bard, Inc.908-277-8139TYCO INTERNATIONAL TO ACQUIRE C. R. BARDProvides New Product Platforms for International Growth Of Tyco Healthcare'sMedical Devices BusinessAcquisition will be Immediately Accretive to Tyco Earnings and Cash FlowPembroke, Bermuda & Murray Hill, New Jersey, May 30, 2001 - Tyco InternationalLtd. (NYSE:TYC; LSE:TYI; BSE:TYC), a diversified manufacturing and servicecompany, and C. R. Bard, Inc. (NYSE-BCR), a leading multinational developer,manufacturer and marketer of health care products, today announced that theyhave entered into a definitive agreement, pursuant to which a subsidiary of Tycowill acquire C. R. Bard. The transaction is valued at approximately $3.2billion, including the assumption of net debt, based on Tyco's May 29, 2001closing share price on the New York Stock Exchange of $57.00. Bard shareholderswill receive Tyco shares valued, just prior to the Bard shareholder vote, at$60.00 for each share of Bard, subject to an adjustment, were Tyco stock totrade below $50 during a measurement period (see attached table). Bard, whichhad full year 2000 revenues of $1.1 billion, is a leading medical devicesmanufacturer of products used for vascular, urological and oncological diagnosisand intervention, as well as surgical specialties.L. Dennis Kozlowski, Tyco's Chairman and Chief Executive Officer commented:"Bard provides an excellent strategic fit with Tyco Healthcare, significantlyenhancing our worldwide medical devices business." Mr. Kozlowski added: "Bard'sfour flagship franchises offer major new growth opportunities, making us morecompetitive and enabling us to better serve our customers, by broadening ourproduct offerings. Also, we will use our existing international infrastructureto expand the distribution of Bard's<PAGE>products overseas. Like our other acquisitions, Bard will generate long-term,sustainable revenue growth and operating efficiencies."In joining Tyco Healthcare, Bard joins a family of distinguished world-classbrands such as Kendall, US Surgical, Sherwood and Mallinckrodt. Tyco Healthcarehas a track record of successfully building leadership positions in the healthcare industry through organic growth as well as acquisitions.The acquisition will provide Tyco Healthcare with a robust new product pipeline,including new hernia repair, GERD treatment, prostate cancer and peripheralvascular disease products, as well as platforms for future acquisitions anddistribution agreements. Mr. Kozlowski added: "Bard also offers substantial costsynergies through leveraging administrative costs as well as gainingefficiencies in manufacturing, distribution and purchasing. The transaction willbe immediately accretive to Tyco's earnings and free cash flow per share. Theacquisition will provide ongoing benefit to our customers and shareholders."William H. Longfield, Chairman and Chief Executive Officer of C. R. Bard, Inc.,said: "This transaction provides exceptional value for our shareholders. Bardcan achieve wider global distribution and recognition as part of thedistinguished Tyco Healthcare product lines. Bard's management and Board ofDirectors are very excited about the new strengths and opportunities that thecombination with Tyco Healthcare presents to Bard and its employees."The transaction, which will be accounted for as a purchase, is contingent uponcustomary regulatory review and approval by Bard shareholders. The Boards ofDirectors of both companies have approved the transaction, which is expected tobe tax-free to shareholders of C. R. Bard. Under the terms of the agreement,Bard shareholders will receive Tyco stock equivalent to $60.00 for each share ofBard, subject to an adjustment, described in the accompanying summary. Thenumber of Tyco shares they receive will be based on the volume weighted averageprices of Tyco shares on the New York Stock Exchange for the five consecutivetrading days ending on the third trading day immediately preceeding Bard'sshareholders meeting.Conference Call InformationTyco will discuss the acquisition during a conference call for investors onWednesday, May 30, 2001 at 9:00 am EST. The telephone number for US investors is800-611-1147; international investors should call 612-332-1025. The call canalso be accessed live at the following website:investors.tycoint.com/medialist.cfm.Replays of the call will also be available beginning on Wednesday, May 30, 2001at 12:30 pm EST through Tuesday, June 5, 2001 at 11:59 pm EST. US investorsshould call 800-475-6701; international investors should call 320-365-3844. Theaccess code for all investors is 588714.<PAGE>About C.R. BardC.R.Bard, Inc. (www.crbard.com) headquartered in Murray Hill, NJ is a leadingmultinational developer, manufacturer and marketer of health care products inthe fields of vascular, urology, oncology and surgical specialty products.About Tyco InternationalTyco International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC) is a diversifiedmanufacturing and service company. Tyco is the world's largest manufacturer andservicer of electrical and electronic components; the world's largest designer,manufacturer, installer and servicer of undersea telecommunications systems; theworld's largest manufacturer, installer and provider of fire protection systemsand electronic security services, and the world's largest manufacturer of flowcontrol valves. Tyco also holds strong leadership positions in disposablemedical products, diagnostic imaging, bulk pharmaceuticals, wound closure,plastics and adhesives. Tyco operates in more than 100 countries and had fiscal2000 sales of $28.9 billion.Forward-Looking InformationThis release contains certain "forward-looking statements" within the meaning ofthe Private Securities Litigation Reform Act of 1995. These statements are basedon management's current expectations and are subject to uncertainty and changesin circumstances. Actual results may vary materially from the expectationscontained in the forward-looking statements. The forward-looking statements inthis release include statements addressing the following subjects: expected dateof closing the acquisition; future financial and operating results; and timingand benefits of the acquisition.The following factors, among others, could cause actual results to differmaterially from those described in the forward-looking statements: inability toobtain, or meet conditions imposed for, governmental approvals for Tyco'sacquisition of C.R.Bard, Inc.; failure of the C.R.Bard, Inc. stockholders toadopt the agreement providing for Tyco's acquisition of Bard; the risk that thebusinesses of Tyco and Bard will not be integrated successfully; and othereconomic, business, competitive and/or regulatory factors affecting Tyco's andBard's businesses generally.More detailed information about these factors is set forth in Tyco's and Bard'sfilings with the Securities and Exchange Commission, including Tyco's AnnualReport on Form 10-K for the fiscal year ended September 30, 2000 and Bard'sAnnual Report on Form 10-K for the fiscal year ended December 31,2000 and theirmost recent quarterly reports on Form 10-Q. Tyco and Bard are under noobligation to (and expressly disclaim any such obligation to) update or altertheir forward-looking statements whether as a result of new information, futureevents or otherwise.# # #Investors and security holders are advised to read the proxystatement/prospectus regarding the business combination transaction referencedin the foregoing information, when it becomes available, because it will containimportant information. The proxy<PAGE>statement/prospectus will be filed with the Securities and Exchange Commissionby Tyco International Ltd. and C.R.Bard, Inc. Investors and security holders mayobtain a free copy of the proxy statement/prospectus (when available) and otherdocuments filed by Tyco and C.R.Bard, Inc. at the Commission's web site atwww.sec.gov. The proxy statement/prospectus and such other documents may also beobtained from Tyco or from C.R.Bard, Inc. by directing such request to TycoInternational Ltd., The Zurich Centre, Second Floor, 90 Pitts Bay Road, PembrokeHM 08, Bermuda, tel: (441) 292-8674; or to C.R.Bard, Inc., Attention: CorporateSecretary, 730 Central Avenue, Murray Hill, NJ, 07974, tel: (908) 277-8000.C.R.Bard and certain other persons referred to below may be deemed to beparticipants in the solicitation of proxies of C.R.Bard, Inc.'s stockholders toadopt the agreement providing for Tyco's acquisition of Bard. The participantsin this solicitation may include the directors and executive officers of Bard,who may have an interest in the transaction, including as a result of holdingstock or options of Bard. A detailed list of the names and interests of Bard'sdirectors and executive officers is contained in Bard's Proxy Statement for itsAnnual Meeting, held on April 18, 2001, which may be obtained without charge atthe Commission's web site at www.sec.gov.See accompanying table<PAGE>Tyco International Ltd. (NYSE-TYC, LSE-TYI, BSX-TYC)Announces the Merger with C.R.Bard, Inc. (NYSE-BCR)Transaction Value: Approximately $3.2 billion.(based on Tyco's May 29, 2001 closing price of $57.00and the assumption of debt)Exchange Ratio:TYC Aver. Share Price BCR per share value Exchange Ratio--------------------- ------------------- --------------Equal to or greater Ratio changes tothan $50.00 Fixed at $60.00 maintain $60.00Less than $50.00 (1) 1.2 shares of TYCfor each shareof BCR(1) BCR value is based on the TYC Aver. Share Price times the exchange ratio.Anticipated Closing: Tyco's first fiscal quarter of 2002.Termination Fee: $105 million.Conditions Include: Approval by BCR shareholders as well as customaryregulatory approvals.Reimbursable Expenses: Up to $5 million.
http://www.tyco.com
http://www.crbard.com
http://www.sec.gov/Archives/edgar/data/9892/000092242301500280/kl05048_form425.txt
and SEE page 7 and 8 tat the GOODWILL og BCR is at 10 to a factor of Sales so I see no overvalue on BCR Goodwiull:
http://www.sec.gov/cgi-bin/srch-edgar?text=bard&first=2001&last=2002&mode=Simple
http://www.sec.gov/Archives/edgar/data/9892/000092242301500280/kl05048_form425.txt
TCY is said to have a 1-5 or 1-1 ratio see Post :
HERE OR OR:
http://ragingbull.lycos.com/mboard/boards.cgi?board=TYC&read=31733
http://ragingbull.lycos.com/mboard/boards.cgi?board=TYC&read=31764
http://ragingbull.lycos.com/mboard/boards.cgi?board=TYC&read=31768
SO id he RIGHT:
By: psbmd0
29 Jan 2002, 08:41 PM EST Msg. 31733 of 31776
So I guess it all comes down to whether you trust DK or not. I bought my first shares at 28 after the SEC scare. IMO this is another buying opportunity and I'll be buying around 30. Even if they used creative accounting, AND paid off a consultant, AND DK is evil, ADT, Mallinkrodt, Kendall, most of the plastic hangers in America, and the only fiber optic Atlantic cable have to be worth something. It looks like DK lost about $300Million in the past few weeks. Maybe I'm a blind fool, but I think this puppy's gonna turn around big time and make me some big bucks. What was that saying again? "Buy low, sell high" or something like that.
(Voluntary Disclosure: Position- Long; ST Rating- Hold; LT Rating- Buy)
or is he correct BUT eitherwayy I see the PLAY in BCR anyone else ?
a dual play HERE?
""
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By: pmcw $$$$$
30 Jan 2002, 01:09 AM EST Msg. 31764 of 31776
(This msg. is a reply to 31743 by Ggung_Hho.)
Book value $17.78 - not in my book.
I'm sorry to hear about what TYC did to AMP. They were once the best connestor company on the planet. Let's look at TYC from a different perspective than the Yahoo book value voodoo.
Cash flow for the ttm is a positive $1.32B. Not bad until you look at what they report as earnings. Earnings for the same period were $3.97B - just over 3x cash flow. Any ratio that is under 1:1 gets critical attention and anything under 0.5:1 should get that of regulators.
Some might find comfort in TYC's balance statement, but not me. On the surface, shareholder equity increased by $11.3B during the aforementioned twelve months. However, Goodwill (bad mojo) increased by more - $12.4B. Goodwill currently stands at $35.3B of bad mojo. Net tangible assets are negative $3.6B and they dropped by $2.2B just in the last quarter. These numbers don't stimulate my interest or my trust.
From my perspective, there is negative book value. When Goodwill is stripped from the books the D:E ratio will make a junk bond dealer blush.
Regards, pmcw
..""
Chucka
P.S.- Is now the time/ both one neither. Risk is the way to get that reward we seek, right. Has been true in history. Yet history if not studied will somehow condeme us to repeat
I talked with no one lately working up at one of these companies. I have always wanted to BUY BOTH COMPANIES but never did, ever.
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Penny Roger$
13 years ago
