Shareholders voting today on Johnson Controls-Tyco merger

Last approval needed before deal closes

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Shareholders at Glendale-based global multi-industrial firm Johnson Controls Inc. and their counterparts at Cork, Ireland-based Tyco International PLC today are voting on the companies’ $3.9 billion merger. It’s the last approval needed to close the transaction.

Johnson Controls HQ
The Glendale headquarters of Johnson Controls.

Shareholders in Tyco, which makes fire and safety products, voted at 3 a.m. Milwaukee time in Dublin, but the results of that vote have not yet been released. Shareholders in Johnson Controls, which makes automotive batteries and seating components, as well as building energy efficiency systems, will vote at 1 p.m. in Dallas. Both votes are closed to the press and public.

Johnson Controls spokesman Fraser Engerman said the companies will both release the results of their shareholder votes this afternoon. Two-thirds of outstanding shares of JCI stock must vote in favor of the merger to represent an approval. JCI shareholders will also conduct an advisory vote on executives’ compensation related to the merger.

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JCI and Tyco expect to achieve $1 billion in savings as a result of the merger. JCI also is establishing its headquarters in Ireland as part of the merger in a tax saving move known as an inversion. The North American operational headquarters will be in the Milwaukee area.

After the merger, JCI will spin off its automotive seating business into a new company, Adient Ltd., also based in Ireland.

Johnson Controls also yesterday afternoon reported to the SEC that one of its board directors, William Lacy, is retiring from the board immediately for personal reasons. Lacy, who served as CEO of Milwaukee-based MGIC Investment Corp. from 1987 to 1999, has been a JCI board member since 1997 and was a member of the Compensation and Finance committees.

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Last week, the companies reached a settlement in a lawsuit that sought to block the merger, claiming company executives had breached their fiduciary responsibility to shareholders. With shareholder approval, the transaction would close on Sept. 2.

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