1960s Founded by Arthur J. Rosenberg in 1960, Tyco, Inc. was formed as an investment and holding company with two segments: Tyco
Semiconductors and The Materials Research Laboratory. In the first two years of operation, the company focused primarily on governmental research and military experiments in the private sector. In 1962, the business was incorporated in
Massachusetts and refocused on high-tech
materials science and energy conservation products. Two years later in 1964, the company went public and began to fill gaps in its development and distribution network by acquiring Mule Battery Products, the first of Tyco's 16 acquisitions in the next four years. In 1997, Tyco acquired
AT&T Submarine Systems, gaining research and development and fleet assets, along with the manufacturing capability to produce repeaters and transmission equipment. These additional capabilities, combined with cable manufacturing at Tyco Integrated Cables Systems in
Newington, New Hampshire, established
Tyco Telecommunications as the world's first
vertically integrated global
optical network supplier, capable of developing the technology and manufacturing the components, to designing, building and maintaining systems. In July 1997, Tyco merged by
reverse takeover with a smaller publicly traded security services company named ADT Limited, controlled by
Michael Ashcroft. As part of the deal, Tyco International Ltd. of Massachusetts became a wholly owned subsidiary of ADT Limited, and simultaneously ADT changed its name to Tyco International Ltd., retaining the former Tyco stock symbol, TYC. The merger moved Tyco's
incorporation to
Bermuda, a tax haven, where it was headquartered in the colonial capital of Hamilton. A new
subsidiary named ADT Security Systems was also formed out of the merger, and later changed its name to
ADT Security Services. In 1999, Tyco acquired two
S&P 500 companies in a buyout. They acquired the electronics connector manufacturer AMP Inc., for $12.22 billion and a materials science company, Raychem Corp., for $1.4 billion.
2000s 2000–2001 Tyco's aggressive acquisition strategy continued into the early 2000s, with the purchases of General Surgical Innovations, Siemens Electromechanical Components, AFC Cable and Praegitzer. The additions gave Tyco an ending fiscal 2000 year revenue exceeding $28 billion, nearly $2 billion coming from the sale by a subsidiary of its common shares. "Mallinckrodt US LLC, is completely separate from Mallinckrodt Pharmaceuticals. Mallinckrodt US LLC is a subsidiary of United States Surgical Corporation, and an affiliate of
Medtronic plc, the ultimate parent company of both entities". In October 2001, the Engineered Products and Services segment acquired Century Tube Corp, and followed it by buying Water & Power Technologies in November 2001. The following November, the
Tyco Electronics segment acquired Transpower Technologies. The next month, the Plastics and Adhesives segment acquired LINQ Industrial Fabrics, Inc. The electronics segment also recorded over $1 billion in restructuring charges in 2002 from inventory write-down and facility closures. In addition, 2002 struck Tyco with two
goodwill impairments, the first for over $500 million in the second quarter, due to their fiber-cable overcapacity issue and other corporate problems. The second, costing the electronics segment $250 million related to sales issues in Power Systems, Electrical Contracting Services, and the Printed Circuit Group. To make Tyco's financial matters worse, the company lost over a quarter of $1 billion in investment during 2002 in FLAG Telecom Holdings Ltd. On June 17, 2002, Tyco filed federal suit against Mark H. Swartz, Tyco's former executive vice president and chief corporate counsel, and Frank E. Walsh, a former director. Breen made an immediate impact on Tyco by gutting the existing board of directors and leadership team that worked with Kozlowski and replacing them with a new set of managers. One month after his appointment, Tyco announced the appointment of John Krol as lead director of the board of directors with the priority of improving Tyco's
corporate governance. Breen made additional changes, appointing David FitzPatrick as Executive Vice President and CFO, William Lytton, Executive Vice President and General Counsel, and Eric Pillmore as Senior Vice President of Corporate Governance. With a new management team in place, Tyco began a two-phase internal investigation of former CEO Kozlowski. The investigation led to Tyco filing two federal lawsuits. On September 12 and December 6, 2002, Tyco filed a federal suit against Kozlowski and an arbitration claim against former CFO and director, Mark H. Swartz. Swartz, however, failed to submit to the American Arbitration Association and Tyco followed with a federal suit against him. On November 27, 2002, the State of
New Jersey took action in the scandal, filing a federal suit against Tyco and former personnel, with charges in part of violating the New Jersey
Racketeer Influenced and Corrupt Organizations Act (RICO) statute, stemming from the Kozlowski scandal. As a result of the scandal, Tyco and some former directors and officers were named as defendants in more than two dozen securities
class-action lawsuits. Most of the cases were consolidated and transferred to the
United States District Court for the District of New Hampshire and filed by court-appointed lead plaintiffs on January 28, 2003, as the case In Re Tyco International Securities Litigation, citing causes of action under the
Securities Act of 1933 and the
Securities Exchange Act of 1934. That March 31, Tyco made a motion to dismiss, which was granted in part over a year later, on October 14, 2004.
2003 On February 3, 2003, the scandal continued to play out in the courts, Tyco and more personnel were again named as defendants in an amended consolidated class-action federal suit brought on behalf of retirees in its Retirement Savings and Investment Plans, citing causes under the Employee Retirement Income Security Act. On December 2, 2004, the
New Hampshire court granted in part Tyco's motion to dismiss. Removed from the scandal, Tyco made internal moves within the company in 2003 forming its Plastics & Adhesives business segment, a former piece of the Healthcare & Specialty Products segment. Other changes came in Tyco's
corporate governance: Tyco's board re-elected John Krol as lead director, Tyco reorganized the assignments of the board's committee, adopted a new board of governance principles and new Delegation of Authority policy which strengthened control over cash disbursements within the company. The final improvement on corporate governance came in the Guide to Ethical Conduct. The guide was produced to advise employees as to correct procedures and warn of unethical practices and behavior. All Tyco employees are now required to take a brief ethics course and sign an annual ethics statement.
2004 In an effort to enhance consumer awareness and revive corporate image, in June 2004, Tyco launched a new global print-advertising campaign, "Tyco a vital part of your world." Tyco also began a divestiture program following a review of its core businesses. Part of the plan was to sell TGN, which by then had been entirely written off in value. Agreement for the sale was reached in November. In the second quarter of 2004, ADT Security sold off Sonitrol. In all, within its divestiture program, by fiscal year end of 2004, Tyco had divested 21 businesses and liquidated four non-core businesses, primarily within the Fire and Security segment. In September 2004, Tyco also divested Electrical Contracting Services from the electronics segment, due to a decrease in sales. After September 30, Tyco divested an additional seven non-core businesses, bringing the program aggregate proceeds up to $500 million that year. By the end of 2004, Tyco employed under 260,000 people, with two-thirds outside the United States. Revenue was up strongly, to over $40 billion for the first time. Once again the strengthening euro against the dollar helped Tyco, accounting primarily for $1.5 billion of the increase in revenue. Various charges, losses, and debt repayment totaled nearly $1 billion in 2004, however, profitability tripled that year to almost $3 billion.
2005 Videsh Sanchar Nigam Limited (VSNL),
India acquired the Tyco Global Network (TGN) from Tyco International for $130 million. The chief stockholder in VSNL is India's
Tata Group, also one of India's largest conglomerates. It was once valued at $3 billion during the telecommunications bubble. Tyco continued its divestiture program throughout 2005. The largest divestiture came in the announcement of a definitive agreement to sell its Plastics, Adhesives and Ludlow Coated Products businesses to an affiliate of private investment firm
Apollo Management, L.P. Tyco believed the segment no longer fit within the company's portfolio. Tyco was awarded the largest statewide public safety communications project in the United States in 2004 when one of
Tyco Electronics' businesses,
M/A-COM Technology Solutions, signed a contract to maintain New York's Statewide Wireless Network (SWN). The contract was worth approximately $2 billion and would last for 20 years. Tyco also acquired two key companies to its Healthcare segment, Vivant Medical Inc. and Floréane Medical Implants.
2006–2007 On February 16, 2006, a group of institutional investors, part of an existing lawsuit against Tyco International, sued the company to stop its proposed breakup plan. By the end of the fiscal year 2006, Tyco's revenue had eclipsed $17 billion. Despite the strong cash flow, growing revenue and decreased debt, Tyco and its board of directors approved a plan to separate Tyco into three publicly independent companies. Tyco believed that this would allow for each segment to perform better within its particular market and create more value for its shareholders. The separation was completed in July 2007, when Tyco separated into three publicly independent companies: Southern District of New York Judge
Thomas Griesa concluded in 2010 that under the faithless servant doctrine, Kozlowski must forfeit all compensation and benefits he earned during his period of disloyalty. It was reported that Broadview Security would merge into Tyco's
ADT Security Services division. In 2011, Tyco acquired Visonic, a developer and manufacturer of home security alarm systems and components, for $100 million. Visonic was established in 1973 by the brothers Moshe and Yaacov Kotlicki. Visonic had an
initial public offering on the
London Stock Exchange in 2004 with a valuation of $65 million and removed in 2010 from the LSE. In June 2006, Visonic shares were traded on the
Tel Aviv Stock Exchange. In September 2011, Tyco International's directors announced plans to split the company once again, separating the company's Flow Control business, North America's
residential security business and its international fire and security business in a plan that Chief Executive Ed Breen described as: "the best path to create long-term shareholder value." The separation was completed on October 1, 2012, resulting in the following companies being created: • Tyco: focused on fire protection and electronic security products, installation and services worldwide. •
The ADT Corporation in North America: focused on residential and small business security installation and services in North America. • Flow Control: focused on water and fluid solutions, valves and controls, and equipment protection products worldwide. This business merged with
Pentair Inc. and was part of Pentair Valve and Controls business in 2012. This Pentair division was then acquired by Emerson Electric in 2017. Tyco retained use of the ADT brand for security installation and services outside of North America. ADT's commercial security installation and services business in North America was rebranded and became
Tyco Integrated Security. Tyco had over 70,000 employees worldwide, operating in nearly 50 countries and serving over three million customers. In September 2012, Tyco was accused of violation of the
Foreign Corrupt Practices Act (FCPA) and agreed to a payment of around $13 million in civil penalties to the
U.S. Securities and Exchange Commission.
2013 In November 2013, Tyco approached various
private equity firms offering to sell its Korean security unit, Caps Co.
2014 In February 2014, US private equity firm
Carlyle Group entered into talks with Tyco to acquire its
South Korean security systems unit, valued at around $2 billion. In 2014, Tyco International sold its New Zealand based security company Armourguard Security limited to Evergreen International, The cost of the sale is yet to be released.
2016 On January 25, 2016,
Johnson Controls announced it would merge with Tyco, and all businesses of Tyco and Johnson Controls would be combined under Tyco International plc, to be renamed as
Johnson Controls International plc. The merger was completed on September 9, 2016. ==Corporate scandal of 2002==