SEPARATION AND DISTRIBUTION AGREEMENT by and among TYCO INTERNATIONAL LTD., TYCO FLOW CONTROL INTERNATIONAL LTD., and THE ADT CORPORATION Dated as of March 27, 2012Separation and Distribution Agreement • May 8th, 2012 • Tyco Flow Control International Ltd. • New York
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of March 27, 2012, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), TYCO FLOW CONTROL INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Fountain”) and, solely for the purposes of the Specified Sections of this Agreement, THE ADT CORPORATION, a Delaware corporation (“Athens NA”).
MERGER AGREEMENT among TYCO INTERNATIONAL LTD., TYCO FLOW CONTROL INTERNATIONAL LTD., PANTHRO ACQUISITION CO., PANTHRO MERGER SUB, INC. and PENTAIR, INC. dated as of March 27, 2012Merger Agreement • May 8th, 2012 • Tyco Flow Control International Ltd. • New York
THIS MERGER AGREEMENT, dated as of March 27, 2012 (this “Agreement”), is among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), Tyco Flow Control International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland and presently a direct wholly-owned Subsidiary of Trident (“Fountain”), Panthro Acquisition Co., a Delaware corporation and a direct wholly-owned Subsidiary of Fountain (“AcquisitionCo”), Panthro Merger Sub, Inc., a Minnesota corporation and a direct wholly-owned Subsidiary of AcquisitionCo (“Merger Sub”), and Pentair, Inc., a Minnesota corporation (“Patriot”). Capitalized terms used herein shall have the meanings given to them in Section 9.01 or in the Sections of this Agreement referenced in Section 9.01.
