Johnson Controls Inc. (NYSE:JCI) entered into a definitive merger agreement to acquire Tyco International plc (NYSE:TYC) for $14.5 billion on January 24, 2016. Under the terms of the transaction, each outstanding share of JCI common stock will be converted into the right to receive either one ordinary share of the combined company or an amount in cash equal to $34.88. Elections will be prorated so that JCI shareholders will receive in the aggregate approximately $3.86 billion of cash. Pursuant to acquisition, Johnson Controls Inc. shareholders will own approximately 56% of the equity of the combined company and receive aggregate cash consideration of approximately $3.9 billion. Current Tyco shareholders will own approximately 44% of the equity of the combined company.

Upon the closing of the transaction, the businesses of Johnson Controls and Tyco will be combined under Tyco International plc, which will be renamed Johnson Controls plc. The companies expect that shares of the combined company will be listed on the New York Stock Exchange and trade under the "JCI" ticker. The combined company is expected to maintain Tyco's Irish legal domicile and global headquarters in Cork, Ireland. The primary operational headquarters in North America for the combined company will be in Milwaukee, where Johnson Controls has been based. The Board of Directors of the combined company is expected to have 11 directors, consisting of six directors from Johnson Controls and five directors from Tyco. Alex Molinaroli will be the chairman and Chief Executive Officer of the combined company. George Oliver will serve as president and Chief Operating Officer and serve as a director on the new board, with responsibility for the operating businesses and leading the integration. Alex Molinaroli will serve as chairman and Chief Executive Officer for a term of 18 months after the closing. At that time, George Oliver will become Chief Executive Officer and Alex Molinaroli will become Executive Chair for one year, after which George Oliver will become Chairman and Chief Executive Officer. The combination will be tax-free to Tyco shareholders, and taxable to Johnson Controls shareholders. $4 billion bank facility has been secured to finance the cash consideration of the transaction.

A termination fee of $375 million will be paid by either patry if a party's Board of Directors effects a change of recommendation or a termination fee of $500 million will be paid by either patry if a party terminates the agreement. The deal has been unanimously approved by both companies' Boards of Directors. Completion of the transaction, which is expected by the end of fiscal year 2016, is subject to regulatory approvals, form S-4 shall have become effective, debt Financing shall be available for borrowing, antitrust approval, shares to be issued shall have been approved for listing on the NYSE, and approval by both Johnson Controls and Tyco shareholders. As of March 10, 2016, the transaction received early termination from HSR. As on June 2, 2016, the deal is approved by European Commission.

Pursuant to the transaction, Grady Crosby will serve as Vice President, public affairs & Chief Diversity Officer, Simon Davis will serve as Vice President & Chief Human Resources Officer, Kim Metcalf-Kupres will serve as Vice President & Chief Marketing Officer, Judy Reinsdorf will serve as Executive Vice President & General Counsel, John Repko will serve as Vice President & Chief Information Officer, Brian Stief will serve as Executive Vice President & Chief Financial Officer and Jeff Williams will serve as Vice President, Operations & Engineering of the combined company. The transaction is expected to complete in October 2016. As of July 1, 2016, Competition Commission of India approved the deal. As of July 6, 2016, the registration statement was declared effective. Special meeting of shareholders of Johson Controls as well as Tyco will be held on August 17, 2016. As of August 17, 2016, deal was approved by more that 85% of the shareholders of Tyco. The deal is expected to close on September 2, 2016. As of August 31, 2016, Johnson Controls (NYSE:JCI) announced the preliminary results of the elections made by its shareholders as to the form of merger consideration.

Citi is providing the committed financing for the transaction. David Cohen and Gayle Turk at Centerview Partners LLC and Ray Raimondi and Onur Eken at Barclays Capital Inc. acted as the financial advisors to Johnson Controls Inc. Mark McMaster, Jean Greene, and Richard Shaw at Lazard Frères & Co. LLC and Matt McClure at Goldman Sachs acted as the financial advisors to Tyco International plc. Alan Klein, Elizabeth Cooper, Daniel Layfield, Andrew Edelen, Chance Goldberg, Greg Grogan, Jennifer Pepin, Caitlin Lucey, Robert Holo, Andrew Purcell, Devin Heckman, Matt Reilly, Ellen Frye, John Goheen, Andrew Hasty, Adeeb Fadil, Louise Kruger, Lori Lesser and Genevieve Dorment of Simpson Thacher & Bartlett and Fintan Clancy, Phil Cody, Maura McLaughlin, Geoff Moore Earlsfort Terrace and Stephen Ranalow of Arthur Cox acted as the legal advisors to Tyco International plc. David Kahan, Gregory Pessin, Jodi Schwartz, Andrew R. Brownstein and David K. Lam of Wachtell, Lipton, Rosen & Katz and Paul Fahy, Ronan Lyons, Alan Casey of A & L Goodbody acted as legal advisors for Johnson Controls. Eileen Nugent and Michael Chitwood of Skadden Arps Slate Meagher & Flom acted as legal advisors for Lazard. Brian Byrne, Katia Colitti, Aaron Ross, Fabio Chiovini, Andreia Saad, Caroline Kraeutle and Nicholas Levy of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor for Johnson Controls Inc. Melissa Sawyer and Davis J. Wang Sullivan & Cromwell LLP acted as legal advisor for Centerview Partners LLC and Barclays Capital Inc. Jonathan DeSantis, Larry Crouch, Susan Hobart, Tomasz Kulawik, Frank Oliver, Erika Khalek and Rossana Bellina of Shearman & Sterling LLP acted as legal advisors for Citigroup Inc. in connection with providing financing commitments to Tyco. Citi Group, Inc. acted as financial advisor for Tyco. Samir Gandhi and Kamya Rajagopal of AZB & Partners acted as legal advisor for Johnson Controls. John Martini of Holland & Knight LLP acted as legal advisor to Johnson Controls. Ivan Schlager of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisor to Johnson Controls. Marc Feider, Jacques Graas, Lukas Greilich, Kathryn Jessup, Frank Mausen, Pauline Sabouret & Victoria Woestmann of Allen & Overy LLP acted as legal advisor to Tyco International Management Co. D.F. King & Co., Inc. assisted Johnson Controls in the solicitation of proxies for $25,000. MacKenzie acted as solicitor of proxies for the shareholders of Tyco and paid a fee of $75,000. Tyco has agreed to pay Lazard an aggregate fee of $40 million.