Clayton, Dubilier & Rice to Acquire Tyco International’s Electrical and
Metal Products Business to be Renamed Atkore International

Market-Leading Manufacturing/Distribution Business
Valued at Approximately $1 Billion

NEW YORK - November 9, 2010 - Clayton, Dubilier & Rice, LLC today announced a definitive agreement to acquire a 51% 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 (“Atkore”), is a global leader in the design, manufacture and distribution of 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.

“As a manufacturer and distributor of industrial products, Atkore is a leader in a market that CD&R knows very well,” said Nathan K. Sleeper, a CD&R partner. “We look forward to working with the Atkore management team to build on the core strengths of the business—including an outstanding reputation, well-recognized brands, long-term customer relationships and significant scale advantages—to create an even more successful independent enterprise.”

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.

“We are excited about the opportunity to move Atkore to the next level of profitable performance,” said Ms. Connors. “We welcome CD&R’s operational expertise as we begin our journey as a standalone company, continuing to leverage our strong brands in the marketplace and maintaining our singular focus on delivering exceptional quality, service and value to our customers.”

With 37 manufacturing and distribution facilities worldwide, Atkore has leading 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.

 


Clayton, Dubilier & Rice to Acquire Tyco International’s Electrical and
Metal Products Business to be Renamed Atkore International

Market-Leading Manufacturing/Distribution Business
Valued at Approximately $1 Billion

NEW YORK - November 9, 2010 - Clayton, Dubilier & Rice, LLC today announced a definitive agreement to acquire a 51% 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 (“Atkore”), is a global leader in the design, manufacture and distribution of 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.

“As a manufacturer and distributor of industrial products, Atkore is a leader in a market that CD&R knows very well,” said Nathan K. Sleeper, a CD&R partner. “We look forward to working with the Atkore management team to build on the core strengths of the business—including an outstanding reputation, well-recognized brands, long-term customer relationships and significant scale advantages—to create an even more successful independent enterprise.”

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.

“We are excited about the opportunity to move Atkore to the next level of profitable performance,” said Ms. Connors. “We welcome CD&R’s operational expertise as we begin our journey as a standalone company, continuing to leverage our strong brands in the marketplace and maintaining our singular focus on delivering exceptional quality, service and value to our customers.”

With 37 manufacturing and distribution facilities worldwide, Atkore has leading 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.