Exhibit (e)(1)(i)
Amendment No. 1, dated as of August 23, 2001 (this
"Amendment"), to the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of August 3, 2001, between TYCO ACQUISITION CORP. XXIV (NV),
("Acquiror"), a Nevada Corporation and a direct, wholly owned subsidiary or TYCO
INTERNATIONAL LTD. ("Guarantor"), a Bermuda company and SENSORMATIC ELECTRONICS
CORPORATION, a Delaware corporation (the "Company"), including a guarantee (the
"Guarantee") of Guarantor. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Merger Agreement.
W I T N E S S E T H:
WHEREAS, Acquiror and the Company have entered into the Merger
Agreement; and
WHEREAS, Acquiror and the Company desire to amend the Merger
Agreement, in accordance with Section 8.04 thereof, to (i) confirm their
agreement with respect to the first sentence of Section 1.01(b) of the Merger
Agreement and (ii) correct an error in the wording of Section 7.01(j) of the
Merger Agreement, such correction to reflect the initial intentions and
understandings of the parties with respect to such provision, such correction
being consistent with the statements in the Prospectus, dated August 23, 2001,
contained in Guarantor's Registration Statement on Form S-4 filed by Guarantor
with the Securities and Exchange Commission in connection with the Offer,
describing such provision; and
NOW THEREFORE, in consideration of the premises and the mutual
agreements and covenants hereinafter set forth, Acquiror and the Company agree
as follows:
1. Amendment to Section 1.01(b). Section 1.01(b) of the Merger
Agreement is hereby amended by inserting the words "or such later day as the
Company and Acquiror may mutually agree" at the end of the first sentence of
this Section.
2. Amendment to Section 7.01(j). Section 7.01(j) of the Merger
Agreement is hereby amended by inserting the word "initial" before the words
"Designated Expiration Date" and the words "(without giving effect to any
extensions)" after the words "Designated Expiration Date" both in clause (i) and
in clause (ii) of this Section.
3. Authorization. Each party hereto represents to the other
that such party (a) has all necessary corporate power and authority to enter
into this Amendment; (b) the execution and delivery by each party hereto of this
Amendment have been duly authorized by all requisite corporate action on the
part of such party; and (c) this Amendment has been duly executed and delivered
by each party hereto.
4. Merger Agreement Remains in Effect. Except as expressly
amended by this Amendment, the Merger Agreement remains in full force and effect
and nothing in this Amendment shall otherwise affect any other provision of the
Merger Agreement or the rights and obligations of the parties thereto.
5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same instrument.
6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York
applicable to contracts executed and fully performed within the State of New
York, except to the extent that the DGCL applies and, to that extent, by the
internal laws of the State of Delaware.
IN WITNESS WHEREOF, Acquiror and the Company have caused this
Amendment to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.
TYCO ACQUISITION CORP. XXIV (NV),
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
SENSORMATIC ELECTRONICS CORPORATION
By: /s/ Per-Xxxx Xxxx
---------------------------------
Name: Per-Xxxx Xxxx
Title: President and Chief Executive
Officer
Acknowledged and Agreed
that for all purposes of the Guarantee,
the term Agreement shall mean the
Merger Agreement as amended by this
Amendment.
TYCO INTERNATIONAL LTD.
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
