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SCHAFFHAUSEN, Switzerland , May 8, 2012 /PRNewswire/ -- Tyco International Ltd. (NYSE: TYC) todayannounced that it has filed preliminary proxy materials with theU.S. Securities and Exchange Commission seeking approval by thecompany's shareholders for its previously announced plan toseparate into three independent companies. Under the plan announced on September 19, 2011 , Tyco will spin off its North American residential and smallbusiness security company and its flow control business by means oftax-free stock dividends to Tyco shareholders. In addition, asannounced on March 28, 2012 , Tyco will combine its flow control business with Pentair, Inc. ina tax-free all-stock merger that will occur immediately followingthe dividend distribution of the flow control business. In connection with the proposed merger between Pentair and the flowcontrol business, a registration statement has been filed with theSEC. "The filing of our preliminary proxy marks another milestone in ourprogress towards separating Tyco into three independent companies,"said Tyco Chairman and Chief Executive Officer Ed Breen . "We have completed the process of selecting the leadership teamsand boards of directors for Fire & Security and ADT and remainon track to complete the separation at the end of September." Dividend Proposal for the Fire & Security Company Tyco has also proposed for shareholder approval a post-separationquarterly dividend of $0.15 per share payable to Tyco shareholders on November 15, 2012 and February 20, 2013. These dividends would only be payable upon completion of theseparation and would replace the previously approved TycoInternational dividend payments for the same dates. Board Nominees for Fire & Security Company Tyco's proxy filing includes a proposal for the election of twonominees to the board of directors of the Fire & Securitypublic company, which will consist of nine current members ofTyco's board and the two nominees as follows: Edward D. Breen , Tyco's current chairman and chief executive officer, who willbecome non-executive chairman of Fire & Security upon thecompletion of the separation. Breen has served as a Tyco directorsince 2002; Michael E. Daniels , senior vice president of global technology services at IBM and aTyco director since 2010; Frank M. Drendel , (director nominee) founder and non-executive chairman of theboard of CommScope Holding Company, Inc.; Brian Duperreault , president, chief executive officer and director of Marsh &McLennan Companies, Inc. and a Tyco director since 2004; Rajiv L. Gupta , former chairman and chief executive officer of Rohm and HaasCompany and a Tyco director since 2005; John A. Krol , former chairman and chief executive of E.I. du Pont de Nemours& Company and a Tyco director since 2002; George R. Oliver (director nominee), current president of Tyco's Fire &Security segment, who will become chief executive officer of Fire& Security upon the completion of the separation; Brendan R. O'Neill , former chief executive officer of Imperial Chemical Industriesand a Tyco director since 2003; William S. Stavropoulos , former chairman, president and chief executive officer of DowChemical Company and a Tyco director since 2007; Sandra S. Wijnberg , chief administrative officer of Aquiline Holdings LLC and a Tycodirector since 2003; R. David Yost , former president and chief executive officer of AmerisourceBergenand a Tyco director since 2009. Board Appointees for The ADT Corporation Separately, Tyco also announced today the appointment of thefollowing individuals to the board of directors of The ADTCorporation: Thomas J. Colligan , former vice chairman and partner of PricewaterhouseCoopers LLP; Timothy M. Donahue , former executive chairman of Sprint Nextel Corporation and a Tycodirector since 2008; Robert M. Dutkowsky , chief executive officer of Tech Data Corporation; Bruce S. Gordon , former president and chief executive officer of the NAACP and aTyco director since 2003. Mr. Gordon will become non-executivechairman of the board of The ADT Corporation upon completion of theseparation; Naren K. Gursahaney , current president of Tyco's ADT segment. Mr. Gursahaney willbecome chief executive officer of The ADT Corporation uponcompletion of the separation; Bridgette P. Heller , executive vice president of Merck & Co, Inc. and president ofMerck Consumer Care; Kathleen W. Hyle , former senior vice president and chief operating officer ofConstellation Energy Group Inc.; Dinesh Paliwal , chairman of the board, chief executive officer and president ofHarman International Industries, Incorporated, and a Tyco directorsince 2011. These individuals will constitute The ADT Corporation board uponthe completion of the separation. In addition, as previouslyannounced, Tyco chairman and CEO Ed Breen will become a consultant to The ADT Corporation following theseparation. Completion of the transactions is subject to a number ofconditions, including effectiveness of the registration statementsfiled with the SEC, receipt of necessary tax rulings, approval byTyco shareholders of the spinoffs by way of tax-free dividenddistributions, approval by Pentair shareholders of the merger withTyco's flow control business, and other customary conditions. Copies of the proxy materials are available at www.sec.gov. Additionally, the proxy materials and accompanying explanatoryslides can be found on the Investor Relations portion of Tyco'swebsite at . Tyco does not intend to comment publicly about the preliminaryproxy, The ADT Corporation Form 10, the Flow Control/Pentairregistration statements or related transactions other than throughits filings with the SEC, which will be available at www.sec.gov . OTHER IMPORTANT INFORMATION In connection with the proposed spin-off transactions, apreliminary proxy statement for the stockholders of Tyco has beenfiled with the U.S. SEC. Tyco will mail the final proxy statementto its stockholders. BEFORE MAKING ANY VOTING DECISION, TYCO'S STOCKHOLDERS ANDINVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTSFILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOMEAVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUTTHE PROPOSED SPIN-OFF TRANSACTIONS. Investors and security holders may obtain, without charge, a copyof the proxy statement, as well as other relevant documentscontaining important information about Tyco at the SEC's website ( www.sec.gov ). You may also read and copy any reports, statements and otherinformation filed by Tyco at the SEC public reference room at 100F. Street, N.E., Washington DC 20549. Please call the SEC at 1-800-SEC-0330 for furtherinformation. Tyco and its directors, executive officers and other members of itsmanagement and employees may be deemed to be participants in thesolicitation of proxies from its stockholders in connection withthe proposed spin-off transactions. Information concerning theinterests of Tyco's participants in the solicitation is set forthin Tyco's proxy statements and Annual Reports on Form 10-K,previously filed with the SEC, and in the proxy statement relatingto the spin-off transactions. FORWARD-LOOKING STATEMENTS This press release contains a number of forward-looking statements.Words, and variations of words such as "expect", "intend", "will","anticipate", "believe", "confident", "continue", "propose" andsimilar expressions are intended to identify forward-lookingstatements. Examples of forward-looking statements include, but arenot limited to, statements addressing Tyco's future financialcondition and operating results, the health and growth prospects ofthe industries and end markets in which Tyco operates, Tyco'sintent to spin-off of its flow control and North Americanresidential security businesses, and subsequently merge flowcontrol and Pentair Inc., revenue and growth expectations for thethree independent companies following the transactions, theexpectation that the transactions will be tax-free, statementsregarding the leadership, resources, potential, priorities, andopportunities for the independent companies following thetransactions, the expected credit profile of the three independentcompanies following the transactions, the expected benefits of thetransactions to each of the two companies, and the timing of theproposed transactions and events required to effect thetransactions. The forward-looking statements in this press releaseare based on current expectations and assumptions that are subjectto risks and uncertainties, many of which are outside of ourcontrol, and could cause results to materially differ fromexpectations. Such risks and uncertainties, include, but are notlimited to: economic, business, competitive, technological orregulatory factors that adversely impact Tyco or the markets andindustries in which it competes, failure to obtain necessaryregulatory approvals or to satisfy any of the other conditions tothe proposed transactions; adverse effects on the market price ofTyco's common stock or operating results because of a failure tocomplete the proposed transactions; failure to realize the expectedbenefits of the proposed transactions; significant transactioncosts and/or unknown liabilities resulting from the proposedtransactions; unanticipated expenses related to the proposedtransactions, such as litigation or legal settlement expenses;failure to obtain tax rulings or tax law changes in connection withthe proposed transactions; changes in capital market conditionsthat may affect proposed debt refinancing related to the proposedtransactions; the impact of the proposed transactions on thecompany's employees, customers and suppliers; future opportunitiesthat Tyco's board may determine present greater potential toincrease shareholder value; and the ability of the companies tooperate independently following the proposed transactions. Actualresults could differ materially from anticipated results. Moredetailed information about these and other factors is set forth inTyco's Annual Report on Form 10-K for the fiscal year ended Sept. 30, 2011 and in subsequent filings with the Securities and ExchangeCommission. We undertake no duty to update any forward-lookingstatement to conform this statement to actual results or changes inthe company's expectations, except as required by law. ABOUT TYCO INTERNATIONAL Tyco International Ltd. (NYSE: TYC) is a diversified company thatprovides vital products and services to customers around the world.Tyco is a leading provider of security products and services, fireprotection and detection products and services, and industrialvalves and controls. Tyco had 2011 revenue of approximately $17.4 billion and has more than 100,000 employees worldwide. More information onTyco can be found at . SOURCE Tyco International Ltd. Copyright 2010 PR Newswire. All Rights Reserved. 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