Tyco International plc (NYSE:TYC) entered into a definitive merger agreement to acquire Johnson Controls Inc. (NYSE:JCI)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.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 Fr?res & 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.

Johnson Controls, Inc. operates as a diversified technology and industrial company worldwide.