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TYCO INTERNATIONAL plc – ‘S-4’ on 2/9/10

On:  Tuesday, 2/9/10, at 11:15am ET   ·   Accession #:  1047469-10-623   ·   File #:  333-164797

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TABLE OF CONTENTS
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As filed with the Securities and Exchange Commission on February 9, 2010

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TYCO INTERNATIONAL LTD.
(Exact name of Registrant as Specified in its Charter)

Freier Platz 10
CH-8200 Schaffhausen, Switzerland
41-52-633-02-44
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices)

Judith A. Reinsdorf
Executive Vice President and General Counsel
Tyco International Management Company
9 Roszel Road
Princeton, New Jersey 08540
(609) 720-4200
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With a copy to:

          Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

(1)

Omitted in reliance on Rule 457(o) of the Securities Act of 1933.

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933 and computed pursuant to Rule 457(c) and 457(f) of the Securities Act of 1933. The proposed maximum offering price is equal to the product of (a) $41.29, the average of the high and low prices per share of common stock of Brink's Home Security Holdings, Inc. ("BHS") as reported on the New York Stock Exchange composite transactions reporting system on February 2, 2010 and (b) the maximum possible number of shares of BHS common stock which may be converted into the registrant's common shares pursuant to the merger agreement (calculated as 47,350,999, which includes (i) the 45,843,368 issued and outstanding shares of BHS common stock as of January 11, 2010, plus (ii) the 1,507,631 shares of BHS common stock issuable pursuant to outstanding stock options, restricted stock units and deferred stock units).

(3)

Computed in accordance with Section 6(b) of the Securities Act of 1933 by multiplying 0.0000713 by the proposed maximum aggregate offering price.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED FEBRUARY 9, 2010

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Brink's Home Security Holdings, Inc. Shareholders:

         The board of directors of Brink's Home Security Holdings, Inc. ("BHS") has unanimously adopted and approved an agreement and plan of merger with Tyco International Ltd. ("Tyco") pursuant to which BHS will merge with and into a wholly owned subsidiary of Tyco. We are sending you the accompanying proxy statement/prospectus to notify you of the special meeting of BHS shareholders being held to vote on the merger agreement and related matters and to ask you to vote at the special meeting in favor of the merger agreement.

         If the merger is approved by our shareholders and the merger is completed, for each share of BHS common stock that you hold, you will be entitled to elect to receive (a) $42.50 in cash, without interest (subject to certain proration and adjustment procedures as described below), (b) Tyco shares equal to $42.50 divided by the Tyco Share Value (calculated as described below), or (c) a combination of $12.75 in cash and Tyco shares equal to $29.75 divided by the Tyco Share Value (calculated as described below). "Tyco Share Value" means the volume-weighted average price of Tyco's shares on the New York Stock Exchange during the ten consecutive trading days ending on the fourth full trading day prior to the closing date of the merger; however, this value is subject to a "collar" such that the Tyco Share Value will not be less than $32.97 or more than $40.29. Shareholders should note that the stock portion of their merger consideration could be worth more or less than $42.50, for shares with respect to which an all-stock election has been made, or $29.75, for shares with respect to which a mixed election has been made, if the Tyco Share Value is more than $40.29 or less than $32.97. If you do not make an election with respect to your shares and the merger is completed, your shares will automatically be converted into the right to receive the mix of cash and stock as described above.

         In the event the cash consideration to be paid to our shareholders in the transaction exceeds approximately $584.5 million (based on the number of BHS shares currently outstanding) plus an amount determined by multiplying $12.75 by the number of BHS stock options that are exercised prior to the end of the fourth full trading day prior to the closing of the merger, which sum we refer to as the "cap", our shareholders making a cash election will be subject to proration and adjustment so that each such shareholder will receive a mix of cash and Tyco shares (instead of just cash) to allow the cash consideration to be limited to the cap.

         Tyco's shares trade on the New York Stock Exchange under the symbol "TYC," and BHS common stock trades on the New York Stock Exchange under the symbol "CFL."

         For a discussion of risk factors that you should consider in evaluating the merger and the other matters on which you are being asked to vote, see "Risk Factors" beginning on page 25 of the enclosed proxy statement/prospectus.

         We cannot complete the merger without the approval of holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. A failure to vote on the proposal to approve the merger has the same effect as a vote by you AGAINST the approval of the merger. Therefore, your vote is very important, regardless of the number of shares of common stock you own, and we urge you to take the time to vote by following the instructions on your proxy card regardless of whether you plan to attend the special meeting.

         The special meeting will be held at [    •    ] a.m. (local time) on [    •    ], 2010, at The Westin Dallas Fort Worth Airport, 4545 West John Carpenter Freeway, Irving, Texas 75063.

         The BHS board of directors unanimously recommends that you vote "FOR" the approval of the merger agreement, the merger and the plan of merger.

         Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

         The accompanying proxy statement/prospectus is dated [    •    ], 2010, and is first being mailed to BHS shareholders on or about [    •    ], 2010.

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ADDITIONAL INFORMATION

        The accompanying proxy statement/prospectus incorporates important business and financial information about Tyco and BHS from other documents that are not included in or delivered with the proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into the proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

        In addition, if you have questions about the merger or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus or need to obtain proxy cards, election forms or other information related to the proxy solicitation, you may contact Georgeson Inc., BHS's proxy solicitor, at the address and telephone number listed below. You will not be charged for any of such documents that you request.

Georgeson Inc.
199 Water Street, 26^th Floor
New York, New York 10038
1-800-509-1297 (toll free)

        In order to receive timely delivery of the documents in advance of the special meeting of shareholders, you must request the information no later than [    •    ], 2010.

        For more information, see "Where You Can Find More Information" beginning on page 110.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [    •    ], 2010

To the Shareholders of Brink's Home Security Holdings, Inc.:

        A special meeting of the shareholders of Brink's Home Security Holdings, Inc., a Virginia corporation operating as Broadview Security ("BHS"), will be held on [    •    ] , 2010, starting at [    •    ] a.m., local time, at The Westin Dallas Fort Worth Airport, 4545 West John Carpenter Freeway, Irving, Texas 75063, for the following purposes:

1.

to consider and vote upon the proposal to approve (a) the Agreement and Plan of Merger, dated as of January 18, 2010 (as it may be amended from time to time, the "merger agreement"), by and among BHS, Tyco International Ltd., a corporation limited by shares organized under the laws of Switzerland ("Tyco"), Barricade Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Tyco, and solely for the purposes set forth therein, ADT Security Services, Inc., a Delaware corporation and a wholly owned subsidiary of Tyco, a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice; (b) the merger contemplated by the merger agreement (the "merger"); and (c) the plan of merger that meets the requirements of Section 13.1-716 of the Virginia Stock Corporation Act in substantially the form attached to the merger agreement (the "plan"), a copy of which is attached as Annex B to the proxy statement/prospectus accompanying this notice; and



2.

to consider and vote upon any proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there is an insufficient number of votes at the time of such adjournment to approve the merger agreement, the merger and the plan.

        Our board of directors has designated the close of business on [    •    ], 2010 as the "record date" that will determine the shareholders who are entitled to receive notice of, and to vote at, the special meeting or at any adjournment or postponement of the special meeting. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote at, the special meeting and at any adjournment or postponement thereof. The list of shareholders entitled to vote at the special meeting will be available for inspection at 8880 Esters Boulevard, Irving, Texas 75063, beginning 10 days prior to the date of the special meeting and continuing through the special meeting. The list will also be available for inspection at the special meeting.

        Our board of directors has unanimously adopted, approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, determined that the terms of the merger agreement are in the best interests of, BHS and its shareholders, and resolved to recommend that the BHS shareholders vote in favor of approval of the merger agreement, the merger and the plan.

        THE BOARD OF DIRECTORS OF BHS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL TO APPROVE THE MERGER AGREEMENT, THE MERGER AND THE PLAN AND "FOR" THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES.

        Your vote is very important.    The affirmative vote of the holders of a majority of the outstanding shares of BHS entitled to vote at the special meeting is required to approve the merger agreement, the merger and the plan. Accordingly, a failure to vote, or an abstention from voting, will have the same effect as a vote AGAINST the merger agreement, the merger and the plan.

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        Whether or not you plan to attend the special meeting in person, we urge you to submit your proxy as promptly as possible (1) through the Internet, (2) by telephone or (3) by marking, signing and dating the enclosed proxy card and returning it in the pre-addressed postage-paid envelope provided. You may revoke your proxy at any time before it is voted at the special meeting. If you attend the special meeting and wish to vote in person, then you may revoke your proxy and vote in person. If your shares are held in "street name" by your bank, broker or other nominee, only that bank, broker or other nominee can vote your shares and a vote cannot be cast unless you provide such bank, broker or other nominee with instructions or obtain a legal proxy from them. You should follow the directions provided by your bank, broker or other nominee regarding how to instruct them to vote your shares.

        Please review the proxy statement/prospectus accompanying this notice for more complete information regarding the merger, the merger agreement and the other matters to be considered at the special meeting. We urge you to read the accompanying proxy statement/prospectus, including any documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety.

        Important Notice Regarding the Availability of Proxy Materials for BHS's Special Meeting of Shareholders to Be Held on [    •    ], 2010: The accompanying proxy statement/prospectus is available at http://www.investors.brinkshomesecurity.com under the "Investor Information" tab.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

        Set forth below are commonly asked questions and answers about the merger, the merger agreement and the special meeting of BHS shareholders called in connection with the merger. These questions and answers do not address all questions that may be important to you as a BHS shareholder. For a more complete description of the legal and other terms of the merger, please read carefully this entire proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference in this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 110.

        All references in this proxy statement/prospectus to "Tyco" refer to Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland; all references in this proxy statement/prospectus to "BHS" or "Brink's Home Security" refer to Brink's Home Security Holdings, Inc., a Virginia corporation; all references in this proxy statement/prospectus to "Merger Sub" refer to Barricade Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Tyco; unless stated otherwise or the context otherwise requires, the terms "the company," "we," "our," "ours" and "us" refer to Tyco and/or BHS and their respective subsidiaries, as applicable in the context; all references to the "merger agreement" refer to the Agreement and Plan of Merger, dated as of January 18, 2010, among Tyco, Merger Sub, BHS and, solely for the purposes stated therein, ADT Security Services, Inc., as it may be amended from time to time; and all references to the "merger" refer to the merger contemplated by the merger agreement; all references to the "plan" refer to plan of merger that meets the requirements of Section 13.1-716 of the Virginia Stock Corporation Act in substantially the form attached to the merger agreement attached hereto and as Annex B of this proxy statement/prospectus. Throughout this proxy statement/prospectus, we refer to Tyco's registered shares, nominal value CHF 7.84 per share, as Tyco common shares or Tyco shares; and BHS common stock, no par value per share, as BHS common stock or BHS shares.

Questions About the Merger

Q:    Why am I receiving this document?

A:

Tyco has agreed to acquire BHS pursuant to the terms of a merger agreement that is described in this proxy statement/prospectus. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

In order to complete the merger, BHS shareholders must approve the merger agreement, the merger and the plan. BHS is holding a special meeting of shareholders to obtain this shareholder approval.

This proxy statement/prospectus contains important information about the merger and the special meeting of the shareholders of BHS, and you should read it carefully and in its entirety. The enclosed voting materials allow you to vote your shares without attending the special meeting in person.

Your vote is very important. We encourage you to vote as soon as possible. For more information on how to vote your shares, please see the section entitled "The Special Meeting of BHS Shareholders" beginning on page 33.

Q:    What vote is required to approve the merger agreement, the merger and the plan?

A.

The affirmative vote of holders of a majority of the outstanding shares of BHS common stock entitled to vote at the special meeting of BHS shareholders, which we sometimes refer to in this proxy statement/prospectus as the special meeting, or any adjournment or postponement thereof, is required to approve the merger agreement, the merger and the plan. Because the vote required to approve the merger agreement, the merger and the plan is based upon the total number of outstanding shares of BHS common stock entitled to vote, the failure to submit a proxy card (or the failure to submit a proxy by telephone or over the Internet or to vote in person at the special

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meeting), the failure to instruct your bank, broker or other nominee how to vote, or the abstention from voting by a shareholder will have the same effect as a vote AGAINST the merger agreement, the merger and the plan.

Q:    What will happen in the merger?

A:

In the merger, BHS will merge with and into Merger Sub, a direct wholly owned subsidiary of Tyco. Following the merger, Merger Sub will continue as the surviving corporation and will remain a direct wholly owned subsidiary of Tyco. However, in the event that the trading price of Tyco common shares were to decrease to a level such that the value of the total share consideration to be received by BHS shareholders represented less than 40% of the value of the overall merger consideration to be received by BHS shareholders, the merger would be restructured so that Merger Sub or its subsidiary would merge with and into BHS, with BHS as the surviving entity of the merger and a wholly owned subsidiary of Tyco. For more information, please see the sections titled "The Merger" and "The Merger Agreement" beginning on pages 38 and 71, respectively.

Q:    What will I receive for my shares of BHS common stock in the merger?

A:

If the merger is completed, each share of BHS common stock, other than shares owned by Tyco, BHS or any of their respective subsidiaries (which will be cancelled), will be converted into the right to receive, at the election of the shareholder (subject to certain proration and reallocation procedures described below), either:

(1)

$42.50 in cash, without interest;

(2)

Tyco common shares equal to the exchange ratio, which is calculated by dividing $42.50 by the volume weighted average price of Tyco's common shares on the New York Stock Exchange, which we refer to in this proxy statement/prospectus as the NYSE, during the 10 consecutive trading days ending on the fourth full trading day prior to the closing date of the merger, subject to a "collar" (as described below) of between $32.97 and $40.29; or

(3)

a combination of $12.75 in cash, without interest, and a fraction of a Tyco common share equal to $29.75 divided by the volume weighted average price of Tyco's common shares on the NYSE during the 10-day period ending on the fourth full trading day prior to the closing date of the merger, subject to the same collar described in clause (2) above.

Fractional Tyco common shares will not be issued in the merger. Instead, cash will be paid in lieu of any fractional Tyco common shares to which a BHS shareholder would otherwise be entitled.

For further information regarding election procedures, please see the Question and Answer "How do I make my election?" below on page 4, as well as the section titled "The Merger Agreement—Shareholder Elections" beginning on page 73.

Q:    What is the collar and how does it work?

A:

The stock component of the merger consideration is subject to a collar, whereby if the volume weighted average price of Tyco's shares on the NYSE during the 10 consecutive trading days ending on the fourth full trading day prior to the closing date of the merger, which we refer to in this proxy statement/prospectus as Tyco's 10-day VWAP, is equal to or between $32.97 and $40.29, then the exchange ratio will "float" so as to ensure that the aggregate value of Tyco common shares received in exchange for each share of BHS common stock being exchanged solely for Tyco common shares is fixed at $42.50 per share of BHS common stock. If Tyco's 10-day VWAP is equal to or greater than $40.29, then the exchange ratio will be fixed at 1.0549, and if Tyco's 10-day VWAP is less than or equal to $32.97, then the exchange ratio will be fixed at 1.2891. Accordingly, if the average trading value of Tyco common shares is less than the low end of the collar, then the value of the stock payable per share of stock-electing BHS common stock will be less than $42.50. Conversely, if the average trading value of Tyco common shares is greater than

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the high end of the collar, then the value of the stock payable per share of stock-electing BHS common stock will be greater than $42.50.

By way of example, if Tyco's 10-day VWAP is $30.00, then the exchange ratio will be fixed at 1.2891 and BHS shareholders will receive, for each share of BHS common stock that is exchanged solely for Tyco common shares, Tyco common shares valued, based on the 10-day VWAP, at approximately $38.67 (1.2891 × $30.00), which is less than the consideration such BHS shareholder would have received had it made an all cash election. Alternatively, if Tyco's 10-day VWAP is $42.00, then the exchange ratio will be fixed at 1.0549 and BHS shareholders will receive, for each share of BHS common stock that is exchanged for Tyco common shares, Tyco common shares valued, based on the 10-day VWAP, at approximately $44.31 (1.0549 × $42.00), which is more than the consideration such BHS shareholder would have received had it made an all cash election.

The collar works in the same manner with respect to Tyco common shares payable to BHS shareholders electing to receive a combination of cash and share consideration, except that, because such BHS shareholders will also receive $12.75 in cash for each share of BHS common stock exchanged in the merger, the applicable exchange ratios at the end of the collar with respect to the share component of the merger consideration are 0.7384 and 0.9023, respectively. For shareholders making an all-cash election, but who receive a portion of their merger consideration in Tyco common shares because the cash election is oversubscribed, the value of the Tyco shares received will be subject to the same collar mechanism.

For further information regarding the merger consideration and the collar, please see the section titled "The Merger Agreement—Merger Consideration" beginning on page 71.

Q:    Am I guaranteed to receive the form of merger consideration that I elect to receive for my shares of BHS common stock?

A:

It depends on the election you make. While BHS shareholders making an all share or mixed cash and share election will receive the form of merger consideration that they elect to receive for their shares of BHS common stock, this may not be the case for those BHS shareholders electing to receive all cash as consideration in the merger. Under the terms of the merger agreement, in the event that the total cash consideration to be paid to BHS shareholders exceeds the sum of $584,502,942 plus an amount determined by multiplying $12.75 by the number of outstanding BHS stock options that are exercised between the date of signing of the merger agreement and the fourth full trading day prior to the closing date of the merger, which sum we refer to in this proxy statement/prospectus as the "available cash amount", BHS shareholders making an all cash election will be subject to proration and adjustment to receive a mix of cash and Tyco common shares for their shares of BHS common stock in amounts that allow, as closely as practicable, the overall cash consideration to be paid by Tyco to be capped at the available cash amount.

For further information, please see the section titled "The Merger Agreement—Merger Consideration" beginning on page 71.

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Q:    How do I make my election?

A:

To elect to receive cash, Tyco common shares or a combination thereof, you must indicate on the election form, which is being sent to you with this proxy statement/prospectus, the number of shares of BHS common stock you own with respect to which you elect to receive solely cash, the number of shares of BHS common stock you own with respect to which you elect to receive solely Tyco common shares and the number of shares of BHS common stock you own with respect to which you elect to receive a mixture of cash and shares. You must complete and return the election form on or before 5:00 p.m., New York time, on the election deadline, which will be a business day that is four business days prior to the closing date of the merger. Tyco will publicly announce the closing date of the merger as soon as reasonably practicable (but in no case later than five days business days prior to the closing date of the merger). An election form will only be deemed properly completed (i) if accompanied by one or more certificates representing your shares of BHS common stock, duly endorsed in blank or otherwise in form acceptable for transfer on the books of BHS and/or (ii) upon receipt by the exchange agent of an "agent's message" with respect to all of your BHS book-entry shares, or such other evidence of transfer of your book-entry shares as the exchange agent may reasonably request, together with duly executed transmittal materials included with the election form. Tyco will make election forms available as may reasonably be requested by persons who become holders of BHS common stock between the record date for the special meeting and the election deadline. You may also request an election form from Georgeson Inc., BHS's proxy solicitor in connection with the BHS shareholder meeting. For further information, please see the section titled "The Merger Agreement—Shareholder Elections" beginning on page 73. If you need to obtain an election form, please contact Georgeson Inc., by phone at 1-800-509-1297, or see "Where You Can Find More Information" on page 110.

The election form and proxy card being delivered with this proxy statement/prospectus are separate documentation, both of which should be completed in their entirety and sent to the appropriate addressee as directed herein and in the instructions accompanying such materials. In lieu of completing a proxy card, you may also vote by telephone or through the Internet. For further information, please see the section titled "The Special Meeting of BHS Shareholders—Voting of Proxies by Holders of Record" beginning at page 35.

Q:    Can I revoke or change my election after I mail my election form?

A.

Yes. You may revoke or change your election by sending written notice thereof to the exchange agent, which notice must be received by the exchange agent prior to the election deadline noted above. In the event an election form is revoked, under the merger agreement the shares of BHS common stock represented by such election form will be treated as shares in respect of which no election has been made, except to the extent a subsequent election is properly made by the shareholder during the election period. For further information, please see the section titled "The Merger Agreement—Shareholder Elections" beginning on page 73.

Q:    What happens if I do not make an election or my election form is not received before the election deadline?

A.

Any shares of BHS common stock with respect to which the exchange agent does not receive a properly completed and timely election form will be deemed not to have made an election and will be entitled to receive merger consideration as if a mixed cash and share election had been made with respect to such shares. Accordingly, in exchange for each such share of BHS common stock, you would have the right to receive a combination of $12.75 in cash, without interest, and a fraction of a Tyco common share equal to $29.75 divided by Tyco's 10-day VWAP, subject to the collar between $32.97 and $40.29.

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Q:    Is the merger taxable to the BHS shareholders for U.S. federal income tax purposes?

A.

Tyco and BHS each expects that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to in this proxy statement/prospectus as the Code. The U.S. federal income tax consequences of a reorganization to a BHS shareholder will depend on the relative mix of cash and Tyco common shares received by such BHS shareholder.

In the event that the trading price of Tyco common shares were to decrease to a level such that the value of the total stock consideration to be received by BHS shareholders represents less than 40% of the value of the overall merger consideration to be received by the BHS shareholders, the merger would be restructured so that Merger Sub or its subsidiary would merge with and into BHS, with BHS as the surviving entity of the merger and a wholly owned subsidiary of Tyco. Upon such restructuring, the merger would no longer qualify as a "reorganization" within the meaning of Section 368(a) the Code.

Please carefully review the information set forth in the section titled "The Merger—Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 65 for a description of the material U.S. federal income tax consequences of the merger. The tax consequences of the merger to you will depend on your own situation. We encourage you to consult your tax advisors for a full understanding of the tax consequences of the merger to you.

Q:    What conditions must be satisfied to consummate the merger?

A.

In addition to the BHS shareholder approval described above, the consummation of the merger is subject to a number of conditions. These conditions include:

•

the listing on the NYSE of Tyco common shares deliverable to BHS shareholders in connection with the merger having been approved, subject to official notice of issuance;

•

the applicable waiting period under the Hart-Scott-Rodino Act, which we refer to in this proxy statement/prospectus as the HSR Act, having been terminated or expired;

•

the absence of any statute, rule, regulation, judgment, order or injunction prohibiting, restraining or making the merger illegal being in effect;

•

the representations and warranties of each party to the merger agreement remaining true and correct as of the closing date, subject, in certain instances, to materiality qualifiers described in further detail in this proxy statement/prospectus;

•

the performance or compliance by each party to the merger agreement in all material respects with its obligations, agreements and covenants under the merger agreement; and

•

subject to limited exceptions described in further detail on pages 83 and 84, the receipt by each of Tyco and BHS of an opinion from its respective legal counsel to the effect that, for U.S. federal income tax purposes, (i) the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and (ii) each of BHS, Tyco and Merger Sub will be a "party to a reorganization" within the meaning of Section 368(b) of the Code.

For additional information, please see the section titled "The Merger Agreement—Conditions to Merger" beginning on page 82.

Q:    Am I entitled to appraisal rights in connection with the merger?

A:

No. Under Virginia law, the state of incorporation of BHS, BHS shareholders do not have any appraisal rights with respect to the shares of BHS common stock they hold in connection with the merger.

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Q:    How do I exchange my BHS shares for merger consideration?

A:

Included with the election form being mailed to you with this proxy/statement prospectus are instructions for exchanging your BHS certificates and book-entry shares for the merger consideration. You should read these instructions carefully. Assuming the merger closes and provided that you complete and submit the election form in accordance with the instructions, including by executing the transmittal materials included with the election form and including your certificates, if any, representing your BHS shares, you will not need to take any further action in order to receive the merger consideration, which the exchange agent will forward to you promptly after determining the proper allocation of cash and Tyco common shares to be paid or issued to BHS shareholders and the closing of the merger. If you fail to make a timely and proper election and the merger closes, then the exchange agent will mail to you separate documentation and instructions for exchanging your BHS certificates and book-entry shares for the merger consideration, in which case you will be paid the mixed cash and share merger consideration payable to non-electing shareholders promptly upon adherence to the procedures set forth in the documentation and the surrender of your BHS certificates and book-entry shares in accordance with such instructions. Any Tyco common shares you receive in the merger will be issued in book-entry form.

Q:    How will I receive the merger consideration to which I am entitled?

A.

After receiving the proper documentation from you and determining the proper allocations of cash and Tyco common shares to be paid or issued to BHS shareholders, the exchange agent will forward to you the cash and/or Tyco common shares to which you are entitled. More information on the documentation you are required to deliver to the exchange agent may be found under the section titled "The Merger—Manner and Procedure for Exchanging Shares of BHS Common Stock" beginning on page 63. BHS shareholders will not receive any fractional Tyco common shares in the merger and will instead receive cash in lieu of any such fractional Tyco common shares.

Q:    Are there any risks in the merger that I should consider?

A.

Yes. There are risks associated with all business combinations, including the merger. These risks are discussed in more detail in the section titled "Risk Factors" beginning on page 25.

Questions About the Special Meeting of BHS Shareholders

Q:    When and where will the special meeting be held?

A:

The special meeting is scheduled to be held at The Westin Dallas Fort Worth Airport, 4545 West John Carpenter Freeway, Irving, Texas 75063 on [    •    ], [    •    ] at [    •    ], local time.

Q:    On what am I being asked to vote?

A:

BHS shareholders are being asked to vote on the following proposals:

•

to approve the merger agreement, the merger and the plan; and

•

to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of such adjournment to approve the merger agreement, the merger and the plan.

Q:    How does the Board of Directors of BHS recommend that I vote regarding the merger agreement?

A:

The Board of Directors of BHS, which we refer to in this proxy statement/prospectus as the BHS board, unanimously recommends that BHS shareholders vote "FOR" the proposal to approve the merger agreement, the merger and the plan and "FOR" the proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are

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insufficient votes at the time of such adjournment to approve the merger agreement, the merger and the plan.

Q:    Are there any other matters to be addressed at the special meeting?

A:

We know of no other matters to be brought before the special meeting, but if other matters are brought before the special meeting or at any adjournment or postponement of the special meeting, the officers named in your proxy intend to take such action as in their judgment is in the best interest of BHS and its shareholders.

Q.    Who is entitled to vote at the special meeting?

A:

All holders of outstanding shares of BHS common stock who hold shares at the close of business on the "record date" ([    •    ], 2010) are entitled to receive notice of and to vote at the special meeting and any adjournment or postponement thereof provided that such shares remain outstanding on the date of the special meeting.

Q:    How do I vote my shares at the special meeting?

A:

If you are a registered shareholder, you may vote in person at the special meeting. However, to ensure that your shares are represented at the special meeting, you are recommended to vote promptly by proxy by taking any of the following steps, even if you plan to attend the special meeting in person:

•

By Internet:  Go to the website www.[    •    ].com, as shown on your proxy card, at any time until 11:59 p.m. Central Time the day prior to the special meeting, and follow the instructions.

•

By Telephone:  Call the toll-free number, 1-[    •    ], from a touch-tone telephone in the United States or Canada at any time until 11:59 p.m. Central Time the day prior to the special meeting. Follow the instructions on your proxy card and the voice prompts on the telephone.

•

By Mail:  Mark your vote, sign and date your proxy card and return it in the pre-addressed postage-paid envelope provided. If you received more than one proxy card (which means that you have shares in more than one account), you must mark, sign, date and return each proxy card or use an alternative voting method. Any proxy card mailed must actually be received prior to the special meeting.

If you are not a registered shareholder, but instead hold your shares in "street name" through a bank, broker or other nominee, please follow the instructions provided to you by your bank, broker or other nominee to vote by proxy and ensure your shares are represented at the special meeting. If you want to vote in person at the special meeting, you must provide a proxy executed in your favor from your bank, broker or other nominee. For more information on how to vote your shares, please see the section titled "The Special Meeting of BHS Shareholders—Voting of Proxies by Holders of Record" beginning on page 35.

Q:    What happens if I do not vote or submit a proxy, or do not instruct my bank, broker or other nominee to vote, or abstain from voting?

A:

If you fail to submit a proxy or attend the meeting in person, it will be more difficult for us to obtain the necessary quorum to hold the special meeting. In addition, your failure to submit a proxy or to vote in person, your failure to instruct your bank, broker or other nominee how to vote, or your abstention from voting, will have the same effect as a vote AGAINST the proposal to approve the merger agreement, the merger and the plan.

Q:    What constitutes a quorum for the special meeting?

A:

A majority of the shares of BHS common stock issued and outstanding and entitled to vote at the special meeting being present constitutes a quorum for the purpose of considering the proposals to be voted upon at the special meeting.

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Q:    What should I do if I want to change my vote?

A:

If you submit your proxy through the Internet, by telephone or by mail, you may revoke your proxy at any time before the vote is taken at the special meeting in any one of the following ways:

•

through the Internet or by telephone before the deadlines for voting described above;

•

by submitting a later-dated proxy by mail that is actually received by the BHS Corporate Secretary prior to the special meeting;

•

by sending written notice of revocation to the BHS Corporate Secretary that is actually received by the BHS Corporate Secretary prior to the special meeting; or

•

by voting in person at the special meeting.

Your attendance at the special meeting does not automatically revoke your proxy. If you are not a registered shareholder, but instead hold your shares in "street name" through a bank, broker or other nominee, the above-described options for revoking your proxy do not apply. Instead, you will need to follow the instructions provided to you by your bank, broker or other nominee in order to revoke your proxy and submit new voting instructions.

Q:    What happens if I sell my shares after the record date but before the special meeting?

A:

The record date of the special meeting is earlier than the date of the special meeting and the date that the merger is expected to be completed. If you transfer your shares of BHS after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting (provided that such shares remain outstanding on the date of the special meeting), but you will not have the right to receive the merger consideration to be received by BHS shareholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q:    Who may attend the special meeting?

A:

BHS shareholders as of the record date (or their authorized representatives) and invited guests of BHS may attend the special meeting. Verification of share ownership will be required at the meeting. If you own your shares in your own name or hold them through a broker (and can provide documentation showing ownership such as a letter from your broker or a recent account statement) at the close of business on the record date ([    •    ], 2010), you will be permitted to attend the special meeting. Shareholders may call the BHS corporate office at (972) 871-3500 to obtain directions to the The Westin Dallas Fort Worth Airport, 4545 West John Carpenter Freeway, Irving, Texas 75063.

Q:    Will a proxy solicitor be used?

A:

Yes. BHS has retained Georgeson Inc. to assist in the distribution and solicitation of proxies for the special meeting and will pay Georgeson Inc. a fee of $8,500 plus reimbursement of out-of-pocket expenses. In addition, BHS's directors, officers and employees may solicit proxies in person or by telephone, e-mail, facsimile transmission or other means of communication, but no additional compensation will be paid to them.

Q:    Who should I call with questions?

A:

BHS shareholders should call Georgeson Inc., BHS's proxy solicitor, toll-free at 1-800-509-1297 or collect at 212-440-9800 with any questions about the merger and the other matters to be voted on at the special meeting, or to obtain additional copies of this proxy statement/prospectus or additional proxy cards.

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SUMMARY

        This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You are urged to carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the merger agreement, the merger and the other matters being considered at the special meeting. See "Where You Can Find More Information" beginning on page 110. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

Information about the Companies (page 32)

Tyco International Ltd.

        Tyco International Ltd. is a diversified, global company that provides products and services to customers in various countries throughout the world. Tyco is a leading provider of security products and services, fire protection and detection products and services, valves and controls and other industrial products. As of September 25, 2009, Tyco employed approximately 106,000 people worldwide. Tyco's registered and principal office is located at Freier Platz 10, CH-8200 Schaffhausen, Switzerland and its telephone number is +41 52 633 02 44. Its management office in the United States is located at 9 Roszel Road, Princeton, New Jersey 08540.

        Additional information about Tyco and its subsidiaries is included in documents incorporated by reference into this proxy statement/prospectus. For further information, please see the section titled "Where You Can Find More Information" beginning on page 110.

Barricade Merger Sub, Inc.

        Barricade Merger Sub, Inc. is a wholly owned subsidiary of Tyco. Merger Sub has not carried on any activities to date, other than activities incidental to its formation or undertaken in connection with the transactions contemplated by the merger. The principal executive offices of Merger Sub are located at 9 Roszel Road, Princeton, New Jersey 08540.

Brink's Home Security Holdings, Inc.

        Brink's Home Security Holdings, Inc. is a Virginia corporation formed in 2008 in connection with the spin-off from its former parent, The Brink's Company. From 1983 up until the spin-off from The Brink's Company, the operations of BHS were conducted through a wholly owned subsidiary of The Brink's Company. BHS is one of the premier providers of security system monitoring services for residential and commercial properties in North America. BHS's principal executive offices are located at 8880 Esters Boulevard, Irving, Texas 75063, and its telephone number is (972) 871-3500.

        Additional information about BHS and its subsidiaries is included in documents incorporated by reference into this proxy statement/prospectus. For further information, please see the section titled "Where You Can Find More Information" beginning on page 110.

The Merger (page 38)

        Tyco and BHS agreed to the acquisition of BHS by Tyco under the terms of the merger agreement that is described in this proxy statement/prospectus. In the merger, BHS will merge with and into Merger Sub, a wholly owned subsidiary of Tyco. Following the merger, Merger Sub will continue as the surviving entity and a wholly owned subsidiary of Tyco. However, in the event that the trading price of Tyco common shares were to decrease to a level such that the value of the total share consideration to be received by BHS shareholders represented less than 40% of the value of the overall merger consideration to be received by BHS shareholders, the merger would be restructured so that Merger

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Sub or its subsidiary would merge with and into BHS, with BHS as the surviving entity of the merger and a wholly owned subsidiary of Tyco. The merger agreement is attached as Annex A to this proxy statement/prospectus, and both Tyco and BHS encourage you to read it carefully and in its entirety because it is the legal document that governs the merger.

Merger Consideration (page 71)

        In the merger, each share of BHS common stock, other than shares owned by Tyco, BHS or any of their respective subsidiaries (which will be cancelled), will be converted into the right to receive, at the election of the BHS shareholder (subject to certain proration and reallocation procedures described below), either (1) $42.50 in cash, without interest, (2) Tyco common shares equal to the exchange ratio, which is calculated by dividing $42.50 by Tyco's 10-day VWAP or (3) a mixed combination of $12.75 in cash, without interest, and a fraction of a Tyco common share equal to $29.75 divided by Tyco's 10-day VWAP. The calculation of the stock portion of the consideration in the merger is, however, subject to a collar if Tyco's 10-day VWAP is equal to or greater than $40.29 or less than or equal to $32.97, as the case may be, such that the exchange ratio will be fixed at 1.0549 if equal to or greater than $40.29 or 1.2891 if less than or equal to $32.97, in the event that a BHS shareholder elects to receive all shares, and will be, with respect to the stock consideration, fixed at 0.7384 if equal to or greater than $40.29 or 0.9023 if less than or equal to $32.97, in the event that a BHS shareholder elects to receive the mixed consideration of both cash and shares as described in (3) above.

        If the application of the applicable exchange ratio to all shares in respect of which a BHS shareholder has elected to receive stock would cause such shareholder to receive a fraction of a Tyco common share, such shareholder will instead receive cash with a value equal to the value of the fractional Tyco common share (based on Tyco's 10-day VWAP).

        In the event that the cash consideration to be paid to BHS shareholders exceeds the available cash amount, BHS shareholders making an all cash election will be subject to proration and adjustment to receive a mix of cash and shares for their shares of BHS common stock in amounts that allow as closely as practicable the overall cash consideration to be paid by Tyco to be capped at the available cash amount. Until the election deadline has passed and Tyco and the exchange agent have been able to determine the extent to which such proration and adjustment, if any, will be made, BHS shareholders making an all cash election will not know the number of Tyco common shares that they may receive in lieu of cash.

Treatment of BHS Options and Other Equity Awards (page 72)

        Stock Options.    Upon completion of the merger, each outstanding BHS stock option to acquire BHS common stock, other than BHS stock options that may be granted by BHS between the signing of the merger agreement and closing of the merger (which will remain subject to the vesting terms specified in the applicable award agreement), will automatically vest and become fully exercisable and will convert into an option to purchase a number of Tyco common shares equal to the product of (x) the number of shares of BHS common stock underlying such stock option prior to conversion and (y) the exchange ratio applicable to a BHS shareholder making an all share election in connection with the merger. The exercise price per share applicable to each converted BHS stock option will be equal to the exercise price of such stock option prior to conversion divided by the applicable exchange ratio. Apart from these adjustments, all other pre-conversion terms of the converted BHS stock options will continue to apply.

        Restricted Stock Units.    Immediately prior to the completion of the merger, each outstanding BHS restricted stock unit award that has not lapsed will become fully vested and will, upon completion of the merger, convert into a restricted stock unit with respect to a number of Tyco common shares equal to the product of (x) the number of shares of BHS common stock underlying such restricted stock unit

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prior to conversion and (y) the exchange ratio applicable to a BHS shareholder making an all share election in connection with the merger. Apart from the foregoing adjustment, all other pre-conversion terms of the converted restricted stock unit will continue to apply.

        Deferred Share Units.    Upon completion of the merger, each outstanding BHS deferred share unit will convert into, at Tyco's option, either (1) a right to receive a number of Tyco common shares equal to the product of (x) the number of shares of BHS common stock subject to such deferred unit prior to conversion and (y) the exchange ratio applicable to a BHS shareholder making an all share election in connection with the merger, deliverable when the corresponding BHS deferred share would have been deliverable, or (2) a right to receive an account under Tyco's supplemental retirement plan with a notional balance equal to the product of (x) the number of shares of BHS common stock subject to such deferred unit prior to conversion and (y) $42.50, with the actual payment under the plan payable to the executive at the time the corresponding BHS deferred share would have been deliverable.

Risk Factors (page 25)

        There are risks associated with the merger, which are described in the section titled "Risk Factors" beginning on page 25. You should carefully read and consider these risks, which include, without limitation, the following:

•

because the market price of Tyco common shares will fluctuate, you cannot be assured of the market value of Tyco common shares that you will receive in the merger;



•

to the extent you elect to receive all cash in the merger but the amount of cash to be paid in the merger otherwise would exceed the available cash amount, you will receive a consideration mix different from that which you elected;



•

the merger is subject to the approval of BHS shareholders;



•

directors and executive officers of BHS have interests in the merger that are different from, or in addition to, the interests of BHS shareholders generally; and



•

the merger is subject to the receipt of certain regulatory approvals, which may impose conditions on, jeopardize or delay completion of the merger or reduce the anticipated benefits of the merger.

Special Meeting of BHS Shareholders (page 33)

        Date, Time and Place.    The special meeting of BHS shareholders will be held on [    •    ], 2010 at [    •    ] a.m., local time, at The Westin Dallas Fort Worth Airport, 4545 West John Carpenter Freeway, Irving, Texas 75063.

        Purpose.    At the special meeting, BHS shareholders will be asked to consider and vote upon the proposal to:

•

approve the merger agreement, the merger and the plan; and



•

adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there is an insufficient number of votes at the time of such adjournment to approve the merger agreement, the merger and the plan.

        Record Date and Quorum.    Only holders of record of BHS common stock at the close of business on [    •    ], 2010, the record date, are entitled to notice of and to vote at the special meeting and any adjournment or postponement thereof. You will have one vote for each share of BHS common stock that you owned on the record date. As of the record date, there were [    •    ] shares of BHS common stock outstanding and entitled to vote at the special meeting. A majority of the shares of BHS common

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stock issued and outstanding and entitled to vote at the special meeting being present constitutes a quorum for the purpose of considering the proposals to be voted upon at the special meeting.

        Vote Required.    BHS cannot complete the merger unless the merger agreement, the merger and the plan are approved by the affirmative vote of the holders of a majority of the outstanding shares of BHS common stock entitled to vote at the special meeting. The proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there is an insufficient number of votes at the time of such adjournment to approve the merger agreement, the merger and the plan, must be approved by the affirmative vote of the holders of a majority of the votes cast at the special meeting on such proposal.

BHS's Reasons for the Merger; Recommendation of the BHS Board of Directors (page 47)

        The BHS board has unanimously (i) adopted and approved the merger agreement and the transactions contemplated thereby and (ii) determined that it is in the best interests of BHS and its shareholders, and declared it advisable, to enter into the merger agreement. The BHS board unanimously recommends that the shareholders of BHS vote "FOR" the proposal to approve the merger agreement, the merger and the plan and "FOR" the proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there is an insufficient number of votes at the time of such adjournment to approve the merger agreement, the merger and the plan.

        In determining whether to adopt and approve the merger agreement and the transactions contemplated thereby, the BHS board considered the factors described under "The Merger—BHS's Reasons for the Merger; Recommendation of the BHS Board of Directors" beginning on page 12.

        The BHS board makes no recommendation as to whether or to what extent any BHS shareholder should elect to receive cash consideration, share consideration, or the combination of cash and share consideration described in this proxy statement/prospectus, in the merger.

Opinion of BHS's Financial Advisor (page 51)

        In connection with the merger, the BHS board received an opinion, dated January 18, 2010, from Morgan Stanley & Co. Incorporated, which we refer to in this proxy statement/prospectus as Morgan Stanley, as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received by holders of shares of BHS common stock pursuant to the merger agreement. The full text of Morgan Stanley's written fairness opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached as Annex C to this proxy statement/prospectus. The opinion was directed to the BHS board and addresses only the fairness from a financial point of view of the merger consideration to be received by the holders of shares of BHS common stock pursuant to the merger agreement as of the date of the opinion. The opinion does not address any other aspect of the merger and does not constitute a recommendation to any BHS shareholder as to how to vote or act on any matter with respect to the merger.

Interests of Certain Persons in the Merger (page 59)

        BHS's executive officers and directors have financial interests in the merger that are different from, or in addition to, their interests as BHS shareholders generally. The independent members of the BHS board were aware of and considered these interests, among other matters, in evaluating the merger agreement, the merger and the plan, and in recommending that the BHS shareholders approve the merger agreement, the merger and the plan.

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        Each of BHS's executive officers are parties to change in control employment agreements with BHS, which provide severance and other benefits in the case of qualifying terminations of employment following a change in control, including completion of the merger. In addition, for BHS's executive officers and non-employee directors, the completion of the merger will result in, among other things, the immediate vesting of certain outstanding BHS equity awards and the conversion of unexercised BHS stock options and other equity-based awards into stock options and other equity-based awards of Tyco, other than BHS stock options that may be granted by BHS between the signing of the merger agreement and closing of the merger (which will remain subject to the vesting terms specified in the applicable award agreement). BHS's officers and directors also have rights to indemnification and directors' and officers' liability insurance that will survive completion of the merger.

        For further information, including a discussion of the approximate value of the potential benefits that could be received by the executive officers and the directors of BHS upon completion of the merger, please see "The Merger—Interests of Certain Persons in the Merger" beginning on page 59.

Regulatory Approvals Required for the Merger (page 64)

        Tyco and BHS have agreed to use their reasonable best efforts to obtain all governmental and regulatory approvals required to complete the transactions contemplated by the merger agreement. These approvals include approval under, or notices pursuant to, the HSR Act. Under the HSR Act and the rules promulgated by the Federal Trade Commission (the "FTC"), the merger may not be completed until (1) certain information and materials are furnished to the Department of Justice (the "DOJ") and the FTC and (2) the applicable waiting period under the HSR Act is terminated or expires. Tyco and BHS filed the required HSR notification and report forms with the FTC on February 2, 2010. If the DOJ or the FTC issues a Request for Additional Information and Documentary Material prior to the expiration of the waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the request for information, unless the waiting period is terminated earlier or extended with the consent of the parties.

        Tyco and BHS also intend to make all required filings under the Securities Act and the Exchange Act relating to the merger, and obtain all other approvals and consents which may be necessary to give effect to the merger.

Appraisal Rights (page 65)

        Under Virginia law, BHS shareholders do not have any appraisal rights with respect to the shares of BHS common stock they hold in connection with the merger.

NYSE Listing of Tyco Common Shares (page 70)

        Tyco's common shares currently trade on the NYSE under the stock symbol "TYC". It is a condition to completion of the merger that the Tyco common shares to be issued by Tyco to BHS shareholders in connection with the merger be approved for listing on the NYSE, subject to official notice of issuance. Tyco has agreed to use its reasonable best efforts to cause the Tyco common shares issuable in connection with the merger, including those shares to be reserved for issuance upon the exercise or conversion of equity awards described above, to be authorized for listing on the NYSE and expects to obtain the NYSE's approval to list such shares prior to completion of the merger, subject to official notice of issuance.

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Delisting and Deregistration of BHS Common Stock (page 70)

        Shares of BHS common stock currently trade on the NYSE under the stock symbol "CFL." Upon completion of the merger, all shares of BHS common stock will cease to be listed for trading on the NYSE and will be deregistered under the Exchange Act.

Conditions to the Merger (page 82)

        The obligations of each of BHS and Tyco to complete the merger are subject to the satisfaction or waiver of the following conditions:

•

the merger agreement having been approved by the required vote of the BHS shareholders;



•

no temporary restraining order, preliminary or permanent injunction, or other order or legal restraint or prohibition preventing the consummation of the merger being in effect;



•

no law having been enacted, entered, or enforced which prevents or prohibits the consummation of the merger;



•

the expiration or termination of the applicable waiting period under the HSR Act;



•

the registration statement on Form S-4 (of which this proxy statement/prospectus forms a part) having been declared effective and not being subject to any stop order or proceeding seeking a stop order; and



•

the approval of listing on the NYSE of Tyco common shares deliverable to BHS shareholders as consideration in the merger, subject to official notice of issuance.

        In addition, BHS's obligation to complete the merger is subject to the following conditions:

•

the continued accuracy of the representations and warranties made by Tyco and Merger Sub under the merger agreement, subject to certain materiality qualifications and limitations described in further detail on page 83;



•

Tyco and Merger Sub having complied in all material respects with their respective agreements, obligations and covenants under the merger agreement; and



•

BHS having received an opinion of its tax counsel to the effect that, for U.S. federal income tax purposes, (i) the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and (ii) each of Tyco, Merger Sub and BHS will be "a party to a reorganization" within the meaning of Section 368(b) of the Code, subject to limited exceptions described in further detail on pages 83 and 84.

        The obligation of Tyco and Merger Sub to complete the merger is subject to the following conditions in addition to those described above:

•

the continued accuracy of the representations and warranties made by BHS under the merger agreement, subject in certain instances to materiality qualifications and limitations described in further detail on page 83;



•

BHS having complied in all material respects with its agreements, obligations and covenants under the merger agreement; and



•

Tyco having received an opinion of its tax counsel to the effect that, for U.S. federal income tax purposes, (i) the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and (ii) each of Tyco, Merger Sub and BHS will be "a party to a reorganization" within the meaning of Section 368(b) of the Code, subject to limited exceptions described in further detail on page 83.

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Expected Timing of the Merger (page 64)

        Tyco and BHS currently expect to complete the merger during the second half of Tyco's 2010 fiscal year, which began on September 26, 2009, subject to the receipt of required shareholder and regulatory approvals and the satisfaction or waiver of the other conditions to completion of the merger. Because many of the conditions to completion of the merger are beyond the control of Tyco and BHS, exact timing for completion of the merger cannot be predicted with any amount of certainty.

No Solicitation of Offers by BHS (page 80)

        The merger agreement contains detailed provisions that restrict BHS, its subsidiaries and their respective representatives from soliciting, initiating or knowingly encouraging, or taking other actions intended to facilitate, the submission of any other takeover proposal. The merger agreement also contains restrictions on BHS, its subsidiaries and their respective representatives from participating in any discussions or negotiations regarding any other takeover proposal. The merger agreement does not, however, prohibit the BHS board from considering and recommending to BHS shareholders an alternative transaction with a third party if specified conditions are met, including the payment of the termination fee required by the merger agreement.

Termination of Merger Agreement (page 84)

        The merger agreement may be terminated at any time prior to the completion of the merger by mutual consent of BHS and Tyco. The merger agreement may also be terminated by either BHS or Tyco if:

•

any injunction or restraint preventing the merger is final and non-appealable and the party seeking to terminate used its required efforts to prevent such final, non-appealable order;



•

the merger does not close by October 31, 2010 (which date will be extended if the expiration or termination of the HSR waiting period occurs within 50 days prior to such date to a date that is 75 days from the date of the expiration or termination (but not beyond January 14, 2011)), unless the party seeking to terminate has breached the merger agreement and such breach caused the failure of the closing to occur by such time; or



•

BHS shareholders do not approve the merger at the special meeting.

        Tyco may terminate the merger agreement if:

•

BHS has breached any of its representations, warranties or obligations (which breach is not cured within 30 days' notice thereof), such that the applicable conditions to Tyco's obligations to close would not be satisfied (provided that Tyco is not then in material breach of the merger agreement);



•

the BHS board changes or modifies its recommendation of the merger, provided that Tyco must exercise this right to terminate within 5 business days of the change or modification of the recommendation;



•

BHS has willfully and materially breached its obligations under the non-solicitation provisions of the merger agreement;



•

a tender offer or exchange offer for 10% or more of the outstanding shares of BHS common stock is commenced and the BHS board recommends that its shareholders tender their shares in such offer (or fails to recommend that its shareholders reject the offer within the 10 business day period specified under the federal securities laws); or



•

the BHS board recommends, accepts or agrees to an alternative takeover proposal.

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        BHS may terminate the merger agreement if:

•

Tyco or Merger Sub have breached any of their representations, warranties or obligations (which breach is not cured within 30 days' notice thereof), such that the applicable conditions to BHS's obligations to close would not be satisfied (provided that BHS is not then in material breach of the merger agreement);



•

it does so prior to its shareholders approving the merger in order to enter into an agreement relating to a "superior proposal" (as defined in the merger agreement and described in further detail in the section titled "The Merger Agreement—No Solicitation of Offers by BHS" beginning on page 80), provided that BHS has not willfully and materially breached any of the non-solicitation provisions of the merger agreement and has complied in all material respects with certain non-solicitation provisions of the merger agreement with respect to such superior proposal, including those relating to Tyco's right to propose amendments to the merger agreement so that such takeover proposal would no longer constitute a superior proposal and the payment by BHS of the termination fee; or



•

all mutual closing conditions and Tyco's and Merger Sub's applicable closing conditions have been satisfied and Tyco and Merger Sub have failed to consummate the merger within five business days of all such conditions being satisfied.

Termination Fees and Expenses (page 85)

        BHS has agreed to pay Tyco a termination fee of $45 million if the merger agreement is terminated:

•

by BHS in connection with BHS entering into an agreement relating to a superior proposal;



•

by Tyco due to the BHS board (1) effecting a change in recommendation with respect to the merger (other than due to an "intervening event" (as defined in the merger agreement and described in further detail in the section titled "The Merger Agreement—No Solicitation of Offers by BHS" beginning on page 80)), (2) recommending, accepting or agreeing to an alternative takeover proposal or (3) recommending that the BHS shareholders tender (or failing to recommend that they reject tendering) their shares in connection with any tender offer or exchange offer for 10% or more of the outstanding shares of BHS's common stock;



•

by (1) either BHS or Tyco upon the failure to obtain the approval of the BHS shareholders at the special meeting (and no change in recommendation due to an intervening event has been made prior to the date of the special meeting) or (2) Tyco upon a willful and material breach by BHS of the non-solicitation provisions of the merger agreement, and both (x) prior to the BHS special meeting at which the merger is not approved, an alternative takeover proposal has been made and not withdrawn and (y) within 12 months of such termination, BHS enters into a definitive agreement with respect to, or otherwise consummates, an alternative takeover proposal involving the acquisition of a majority of BHS's common stock, assets or revenues; or



•

by (1) either BHS or Tyco due to the failure of the merger to close by October 31, 2010 (as such time may be extended as described in further detail in the section titled "The Merger Agreement—Termination of Merger Agreement" on page 84); or (2) Tyco due to the breach by BHS of any of its representations, warranties or obligations under the merger agreement giving rise to a failure of Tyco's conditions to closing to be satisfied and both (x) prior to October 31, 2010 (or such extended date) or the date of such termination due to BHS's breach, as applicable, an alternative takeover proposal has been made and not been withdrawn and (y) within 12 months of such termination, BHS enters into a definitive agreement with respect to, or otherwise consummates, an alternative takeover proposal involving the acquisition of a majority of BHS's common stock, assets or revenues.

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        BHS has also agreed to pay Tyco a termination fee of $87.5 million if (1) Tyco terminates the merger agreement in connection with the BHS board having made a change in its recommendation of the merger due to an intervening event or (2) if Tyco or BHS terminates the merger agreement where the BHS shareholders fail to approve the merger at the special meeting and the BHS board has made a change in its recommendation due to an intervening event prior to the time of the meeting.

Accounting Treatment (page 65)

        In accordance with accounting principles generally accepted in the United States, or GAAP, Tyco will account for the merger using the acquisition method of accounting for business combinations.

Material U.S. Federal Income Tax Consequences of the Merger (page 65)

        Tyco and BHS expect that, for U.S. federal income tax purposes, the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and that each of Tyco, Merger Sub and BHS will be "a party to a reorganization" within the meaning of Section 368(b) of the Code. Subject to the limited exceptions described in further detail on pages 83 and 84, it is a condition to completion of the merger that each of Tyco and BHS receives an opinion from its legal counsel to that effect.

        In the event that the trading price of Tyco common shares were to decrease to a level such that the value of the total stock consideration to be received by BHS shareholders represents less than 40% of the value of the overall merger consideration to be received by BHS shareholders, the merger would be restructured so that Merger Sub or its subsidiary would merge with and into BHS, with BHS as the surviving entity of the merger and a wholly-owned subsidiary of Tyco. Upon such restructuring, the merger would no longer qualify as a "reorganization" within the meaning of Section 368(a) of the Code.

        BHS shareholders are urged to read the discussion in the section titled "The Merger—Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 65 of this proxy statement/prospectus and to consult their tax advisors as to the U.S. federal income tax consequences of the transaction, as well as the effects of state, local and non-U.S. tax laws.

Comparative Rights of Shareholders (page 93)

        The rights of BHS shareholders are currently governed by the BHS articles of incorporation, the BHS bylaws and Virginia law. BHS shareholders who elect or who are deemed to have elected to receive a portion of the merger consideration in Tyco common shares will become shareholders of Tyco upon completion of the merger. Thereafter, their rights will be governed by the Tyco articles of association, the Tyco organizational regulations and Swiss law. As a result, these BHS shareholders will have different rights once they become shareholders of Tyco due to the differences in the governing documents and laws of Tyco and BHS. The key differences are described in the section titled "Comparison of Rights of Tyco Shareholders and BHS Shareholders" beginning on page 93 of this proxy statement/prospectus.

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COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

        The following table contains certain historical per share data of Tyco and BHS and combined per share data on an unaudited pro forma basis as if the merger had become effective as of the beginning of the earliest period presented, and after giving effect to the merger using the purchase method of accounting. The pro forma amounts presented assume that 70% of the merger consideration is in the form of Tyco common shares (with the remainder in the form of cash) and that 0.8010 Tyco common shares are issued in exchange for each share of BHS common stock outstanding on the date the merger agreement was signed. The exchange ratio is the same ratio that would have applied for a BHS shareholder electing mixed consideration based on Tyco's 10-day VWAP for February 1, 2010.

        The full year unaudited pro forma combined per share data was derived from financial information of Tyco as of and for its fiscal year ended September 25, 2009 and combines the financial information of BHS as of and for the 12-month period ended September 30, 2009. The information in the table should be read in conjunction with the historical financial statements of Tyco and BHS and related notes, which are incorporated by reference in this proxy statement/prospectus. The unaudited pro forma data is based on estimates and assumptions that Tyco and BHS believe are reasonable. It is not necessarily indicative of the consolidated financial position, results of operations in future periods or the results that actually would have been realized had Tyco and BHS been a combined company as of the beginning of the earliest period presented.

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COMPARATIVE PER SHARE MARKET PRICE DATA

        Tyco common shares and BHS common stock are listed on the NYSE under the symbols "TYC" and "CFL," respectively. The following table shows the closing sales prices of the Tyco common shares and BHS common stock as reported on the NYSE on January 15, 2010, the last trading day before the merger agreement was announced, and on [    •    ], 2010, the last full trading day before the date of this proxy statement/prospectus.

        In addition, the table shows the implied value of the merger consideration proposed for each share of BHS common stock electing to receive share consideration, which was calculated by multiplying the closing price on the NYSE of a share of Tyco common shares as of the specified date by the exchange ratio applicable to such electing shares. This table also shows the implied value of the merger consideration proposed for each share of BHS common stock electing to receive mixed cash and share consideration, which was calculated by adding $12.75 to the product of the closing price on the NYSE of Tyco common shares as of the specified date by the exchange ratio applicable to such mixed consideration electing shares.

        As discussed in "The Merger Agreement—Merger Consideration" beginning on page 71, the Tyco common share value to be used to determine the actual merger consideration will be based on the volume weighted average trading price of Tyco common shares for the ten consecutive trading days ending on the fourth full trading day prior to the effective time of the merger, which we refer to in this proxy statement/prospectus as Tyco's 10-day VWAP.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF TYCO

        The following table sets forth selected consolidated financial data of Tyco. This data is derived from Tyco's Consolidated Financial Statements for the five years ended September 25, 2009, September 26, 2008, September 28, 2007, September 29, 2006 and September 30, 2005, respectively, and the unaudited quarterly financial statements for the three months ended December 25, 2009 and December 26, 2008, which in the opinion of management include all adjustments necessary for fair statement of the results for the unaudited interim periods. This selected financial data should be read in conjunction with Tyco's Consolidated Financial Statements and related Notes included elsewhere in Tyco's Annual Report on Form 10-K for the fiscal year ended September 25, 2009 and Tyco's quarterly report on Form 10-Q for the quarter ended December 25, 2009, each of which is incorporated by reference in this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 110.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF BHS

        The following table sets forth selected consolidated financial data of BHS. The data is derived from BHS's consolidated audited financial statements for the five years ended December 31, 2008, December 31, 2007, December 31, 2006, December 31, 2005 and December 31, 2004, respectively, and the unaudited quarterly financial data for the nine months ended September 30, 2009 and September 30, 2008, which, in the opinion of management, include all adjustments necessary for a fair statement of the results for the unaudited interim periods. The selected consolidated historical financial data is not necessarily indicative of future results and provide only a summary and should be read in conjunction with the BHS's consolidated financial statements and related notes included in BHS's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and BHS's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, each of which is incorporated by reference in this prospectus. See "Where You Can Find More Information" beginning on page 110.