DECEMBER 2010
                                        

Tyco’s electrical and metal products business acquired

Clayton, Dubilier & Rice, LLC (CD&R) announced a definitive agreement to acquire a 51 percent ownership stake in Tyco International’s electrical and metal products business. The transaction in which a CD&R-managed fund will invest $306 million equity is valued at approximately $1 billion.

Tyco’s electrical and metal products business, which will operate under the name Atkore International, designs, manufactures and distributes galvanized steel tubes and pipes, electrical conduit, armored wire and cable, metal framing systems and building components. The business serves a wide range of construction, electrical, fire, security and mechanical applications, and generated revenue of $1.4 billion in fiscal 2010.

Nelda J. Connors will continue to lead Atkore as chief executive officer. CD&R will have a majority of the board of directors and the chairman position.

With 37 manufacturing and distribution facilities worldwide, Atkore has North American market positions in electrical conduit, marketed under the Allied brand, metal clad cable, marketed under the AFC brand, as well as strut and support systems marketed under the Unistrut and Power-Strut brands. In addition to electrical products, Atkore’s mechanical tube, sprinkler pipe and fence product lines also hold strong market positions.

Credit Suisse, Deutsche Bank Securities Inc. and UBS Investment Bank will provide debt financing for the transaction. BofA Merrill Lynch, Credit Suisse and UBS Investment Bank acted as financial advisors to CD&R. Debevoise & Plimpton LLP acted as legal advisor to CD&R.

The transaction is currently expected to close in the next two months.