Charles H. Johnson & Associates announces investigation of the proposed merger between Johnson Controls and Tyco

MINNEAPOLIS, March 22, 2016 -- Charles H. Johnson & Associates announces that it has begun an investigation into the proposed merger/inversion between Johnson Controls Inc. (“JCI”) and Tyco International plc (“Tyco”), as announced on January 25, 2016, in connection with which JCI proposes to move its corporate domicile from Wisconsin to Ireland. 

The combination is to be structured as a “tax inversion” to substantially lower JCI’s tax rate on its foreign earnings by replacing the U.S. tax rates to which its foreign earnings are subject with the much lower Irish tax rate. 

JCI stated in its January 25^th announcement that the exchange of JCI common stock for Tyco ordinary shares will be taxable to JCI shareholders, as the merger will be considered a sale of their shares rather than a tax-free exchange as is typically the case in such transactions.  If the proposed combination is approved by JCI shareholders and consummated, many JCI shareholders who have held their stock for more than a year will be forced to pay federal taxes at rates of 15% to 30% on their gains, in addition to state taxes. 

The investigation is looking into whether the JCI Board of Directors is adequately representing the interests of JCI’s shareholders in connection with the Tyco acquisition and, if not, whether such failure may constitute a breach of fiduciary duty by the JCI Board of Directors and whether JCI or others may be aiding and abetting such breach or violating other laws.

If you hold JCI stock and believe that you may be subject to capital gains or other taxes due to the Tyco acquisition, or have any questions concerning this notice or your rights with respect to this matter, please contact:

Jonathan R. Mencel, Esq. ([email protected])
Law Offices of Charles H. Johnson, P.A.
2599 Mississippi Street
New Brighton, MN  55112
(651) 633-5685