Swiss manufacturer Tyco International Ltd. said Monday it plans to separate into three independent, publicly-traded companies, a move that will mark its second breakup since 2007.
The company will create an ADT North America residential security business and separate companies for flow control products and commercial fire and security. Tyco said the new companies will have greater flexibility to pursue their own growth strategies than they would under the current corporate structure.
The ADT business, which provides security and fire alarm systems for homes and small businesses, will be incorporated in the United States. It has annual revenue of about $3 billion and about 16,000 employees.
The flow control business sells valves and controls for the energy, mining and water markets. It also designs and installs heat management systems for the energy and general process industries. Tyco said that business will be incorporated outside the United States, and the commercial fire and security business will remain incorporated in Switzerland.
In 2007, a scandal-plagued Tyco International Ltd. transitioned from an unwieldy conglomerate with annual revenue of $41 billion into three separate, public companies. It spun off its Covidien health care and Tyco Electronics businesses in a tax-free distribution to shareholders to focus on fire and security and engineered products.
Tyco had swelled under the management of former CEO L. Dennis Kozlowski, who stepped down in 2002 amid a widely publicized fraud probe. Kozlowski and ex-Chief Financial Officer Mark Swartz were convicted in 2005 of defrauding Tyco of hundreds of millions of dollars through theft and stock manipulation.
Tyco's board has unanimously approved the latest breakup plan, and the company expects to complete the deal in about a year. Tyco directors will serve on the boards of all three companies. Chairman and CEO Ed Breen will become non-executive chairman of the commercial fire and security company, a director of the flow control company and a consultant for ADT North America.
The company said it will complete the separation by issuing tax-free stock dividends of the ADT and flow control businesses to Tyco shareholders. It expects transaction costs of about $700 million mainly for debt refinancing and restructuring, to be offset somewhat by lower interest expense and other operational benefits.