Exhibit 2.2
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.
WITNESSETH:
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.
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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
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Name: Xxxx X. Xxxxxx
Title: Vice President
Sensormatic Electronics Corporation
By: /s/ Per-Xxxx Xxxx
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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
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