Johnson Controls Makes Inversion Deal With Tyco

The $20 billion combination is likely to revive the "vexed political debate" over U.S. firms using inversions to reduce their taxes.
Katie Kuehner-HebertJanuary 25, 2016

Johnson Controls said Monday it would merge with fire protection and security firm Tyco International, becoming the latest U.S. company to make an inversion deal to reduce its tax burden.

The $20 billion combination with Tyco will move Milwaukee-based Johnson Controls’ domicile to Ireland, saving the manufacturer of car batteries and heating and ventilation equipment at least $150 million a year in taxes.

Tyco shareholders will own 44% of the combined group, while Johnson Controls investors will hold the remainder and receive $3.9 billion in cash.

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The Financial Times said the structure of the deal is similar to U.S. drugmaker Pfizer’s $160 billion combination with Irish-based rival Allergan two months ago and will revive the “vexed political debate” over tax-cutting inversion deals.

The merger “highlights Washington’s failure to stop large companies from fleeing the country’s high corporate taxes, and suggests that inversion deals remain highly attractive to companies struggling to find top-line growth,” the FT said.

Both Hillary Clinton and Donald Trump, the Democratic and Republican frontrunners for the White House, have promised action to curb inversion deals.

Johnson Controls shareholders will receive one share of the combined company or cash equal to $34.88 a share, representing an 11% premium to Tyco’s closing stock price Friday. Tyco was up 30% at $36 in trading Monday, while Johnson Controls was down 2.4% at $34.74.

The new company expects to deliver at least $500 million in operational synergies over the first three years after closing and an additional $150 million in annual tax synergies.

“The proposed combination of Johnson Controls and Tyco represents the next phase of our transformation to become a leading global multi-industrial company,” Johnson Controls’ CEO Alex Molinaroli said in a news release.

Johnson Controls’ shares have fallen by more than 20% in the past year amid concerns about its growth, while Tyco stock has declined by more than 25% in the same period.

“Johnson Controls has been seeking to focus on energy storage and building systems such as air conditioning, where Tyco’s fire protection expertise will complement its building solutions division,” the FT said.

In November, the U.S. Treasury announced measures to make inversions less attractive, but several lawyers said the move would do little to stop such deals.