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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

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To Our Shareholders:

          On January 24, 2016, Johnson Controls, Inc. and Tyco International plc entered into an Agreement and Plan of Merger (as amended, the "merger agreement"), pursuant to which they agreed to combine their respective businesses under a single company. The combined company is expected to be a leader in building products and technology, integrated solutions and energy storage.

          The merger is structured as a "reverse merger," in which Johnson Controls will merge with an indirect wholly owned subsidiary of Tyco, with Tyco being the parent entity of the combined company. Following the merger, Tyco will change its name to "Johnson Controls International plc" (subject to the approval of the Registrar of Companies in Ireland) and is referred to as the "combined company."

          In the merger, each share of Johnson Controls common stock (other than certain shares described in the merger agreement) will be converted into, at the election of the holder of such share, either: (i) one ordinary share of the combined company; or (ii) $34.88 in cash, without interest. Elections by Johnson Controls shareholders for the share consideration and cash consideration will be subject to proration procedures set forth in the merger agreement such that Johnson Controls shareholders will receive in the aggregate approximately $3.864 billion in cash. Accordingly, if you are a Johnson Controls shareholder, depending on the elections made by other Johnson Controls shareholders, you may not receive the amount of cash or the number of shares of the combined company that you request on your election form.

          Immediately prior to the merger, Tyco shareholders will receive 0.955 ordinary shares of Tyco, which will become ordinary shares of the combined company in the merger, for each Tyco ordinary share they hold. Tyco shareholders will receive these shares by virtue of a 0.955-for-one share consolidation. As of July 5, 2016, and assuming that each ordinary share of the combined company will have a value equal to the closing price of one share of Johnson Controls common stock on the New York Stock Exchange ("NYSE") on such date, the implied value of the 0.955 shares of the combined company to Tyco shareholders was approximately $40.86. Because Johnson Controls' and Tyco's share prices will fluctuate between now and the closing of the merger, the value of the merger consideration to Johnson Controls shareholders and the value of the combined company ordinary shares to Tyco shareholders as of the closing date may differ from the implied value based on the share prices on July 5, 2016 or at the time of the Johnson Controls special meeting or Tyco extraordinary general meeting.

          After consummation of the merger, Johnson Controls shareholders and Tyco shareholders are expected to own approximately 56% and 44%, respectively, of the issued and outstanding ordinary shares of the combined company. Shares of Johnson Controls common stock currently trade on the NYSE under the symbol "JCI," and Tyco ordinary shares currently trade on the NYSE under the symbol "TYC." Following the merger, the ordinary shares of the combined company will be listed on the NYSE under the symbol "JCI." Based on the number of Johnson Controls shares and equity awards outstanding as of June 27, 2016, the total number of combined company shares that are expected to be issued or reserved for issuance pursuant to the merger is approximately 548,853,000 ordinary shares.

          Johnson Controls will hold a special meeting of its shareholders and Tyco will hold an extraordinary general meeting of its shareholders in connection with the proposed merger.

          At the Johnson Controls special meeting, Johnson Controls shareholders will be asked to consider and vote on, among other things, a proposal to approve the merger agreement (referred to as the "Johnson Controls merger proposal"). The Johnson Controls board of directors recommends that Johnson Controls shareholders vote "FOR" the Johnson Controls merger proposal and "FOR" each of the other proposals to be considered at the Johnson Controls special meeting and described in the accompanying joint proxy statement/prospectus.

          At the Tyco extraordinary general meeting, Tyco shareholders will be asked to consider and vote on, among other things, the issuance of Tyco ordinary shares in connection with the merger, the amendment of the Tyco memorandum of association, the amendment of the Tyco articles of association, the consolidation of Tyco shares in connection with the merger, an increase to the authorized share capital of Tyco and the change of name of the combined company to "Johnson Controls International plc" (collectively referred to as the "Tyco required proposals"). The Tyco board of directors recommends that Tyco shareholders vote "FOR" the Tyco required proposals and "FOR" each of the other proposals to be considered at the Tyco extraordinary general meeting and described in the accompanying joint proxy statement/prospectus.

          Consummation of the merger is conditioned on the approval of the Johnson Controls merger proposal and the Tyco required proposals. Your vote is very important. Whether or not you plan to attend the Johnson Controls special meeting or the Tyco extraordinary general meeting, as applicable, please promptly complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Submitting a proxy now will not prevent you from being able to vote in person at the Johnson Controls special meeting or the Tyco extraordinary general meeting, as applicable.

          The obligations of Johnson Controls and Tyco to consummate the merger are subject to the satisfaction or waiver of several conditions set forth in the merger agreement, a copy of which is included as Annex A to the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus provides you with detailed information about the merger. It also contains or references information about Johnson Controls and Tyco and certain related matters. You are encouraged to read this document carefully. In particular, you should read the "Risk Factors" section beginning on page 42 of the accompanying joint proxy statement/prospectus for a discussion of the risks you should consider in evaluating the proposed transactions and how they will affect you.

          On behalf of the Johnson Controls board of directors and Tyco board of directors, thank you for your consideration and continued support.

          Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the securities to be issued in connection with the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

          This document is not intended to be and is not a prospectus for the purposes of the Irish Companies Act, the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (as amended) or the Prospectus Rules issued by the Central Bank of Ireland, and the Central Bank of Ireland has not approved this document.

          The accompanying joint proxy statement/prospectus is dated July 6, 2016, and is first being mailed to the Johnson Controls shareholders and the Tyco shareholders on or about July 6, 2016.

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JOHNSON CONTROLS, INC.
5757 North Green Bay Avenue
Milwaukee, Wisconsin 53209

NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 17, 2016

         NOTICE IS HEREBY GIVEN that a SPECIAL MEETING of the shareholders of Johnson Controls, Inc. will be held at The Ritz-Carlton Dallas, 2121 McKinney Ave, Dallas, TX 75201, on August 17, 2016, at 1:00 p.m. (local time), for the following purposes:

1.

to approve the Agreement and Plan of Merger, dated as of January 24, 2016, as amended by Amendment No. 1, dated as of July 1, 2016 (the "merger agreement"), by and among Johnson Controls, Tyco International plc and certain other parties named therein, including Jagara Merger Sub LLC, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus (the "Johnson Controls merger proposal");



2.

to approve the adjournment of the Johnson Controls special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of the Johnson Controls merger proposal (the "Johnson Controls adjournment proposal"); and



3.

to approve, on a non-binding, advisory basis, the compensation that may become payable to Johnson Controls' named executive officers that is based on or otherwise relates to the merger, as disclosed in "The Merger—Interests of Johnson Controls' Directors and Executive Officers in the Merger" of the accompanying joint proxy statement/prospectus (the "Johnson Controls advisory compensation proposal" and, together with the Johnson Controls merger proposal and the Johnson Controls adjournment proposal, the "Johnson Controls proposals").

         Approval of the Johnson Controls merger proposal is a condition to the merger and requires the affirmative vote of the holders of two-thirds of the outstanding shares of Johnson Controls common stock. Approval of each of the Johnson Controls adjournment proposal and the Johnson Controls advisory compensation proposal requires that the votes cast by Johnson Controls shareholders present in person or represented by proxy at the Johnson Controls special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such shareholders against the proposal.

         Johnson Controls will transact no other business at the special meeting except for business properly brought before the special meeting or any adjournment or postponement thereof.

         Each of the Johnson Controls proposals is described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully in its entirety before you vote.

         The Johnson Controls board of directors has set June 27, 2016 as the record date for the Johnson Controls special meeting. Only holders of record of shares of Johnson Controls common stock as of the close of business on June 27, 2016 will be entitled to notice of and to vote at the Johnson Controls special meeting and any adjournments thereof. Any shareholder entitled to attend and vote at the Johnson Controls special meeting is entitled to appoint a proxy to attend and vote on such shareholder's behalf. Such proxy need not be a holder of shares of Johnson Controls common stock. If you wish to attend the Johnson Controls special meeting in person, you will need to request an admission ticket as outlined in the section entitled "The Johnson Controls Special Meeting—Attending the Johnson Controls Special Meeting" in the accompanying joint proxy statement/prospectus.

        Your vote is very important.    To ensure your representation at the Johnson Controls special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please submit your proxy promptly whether or not you expect to attend the Johnson Controls special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the Johnson Controls special meeting. If your shares are held in the name of a bank, broker or other nominee, follow the instructions on the voting instruction card furnished to you by such bank, broker or other nominee.

         The Johnson Controls board of directors has adopted and approved the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, and has determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to, and in the best interests of Johnson Controls and its shareholders. It therefore unanimously recommends that you vote "FOR" the Johnson Controls merger proposal, "FOR" the Johnson Controls adjournment proposal and "FOR" the Johnson Controls advisory compensation proposal.

PLEASE SUBMIT A PROXY FOR YOUR SHARES OF JOHNSON CONTROLS COMMON STOCK PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR DOING SO ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE PROPOSALS OR ABOUT VOTING YOUR SHARES, PLEASE CALL (800) 814-9324 (TOLL-FREE) OR (212) 269-5550 (COLLECT).

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TYCO INTERNATIONAL PLC
1 Albert Quay
Cork, Ireland

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 17, 2016

        NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING (the "Tyco EGM") of Tyco International plc ("Tyco") will be held at Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin, Ireland, on August 17, 2016 at 9:00 a.m. (local time) for the purpose of considering and, if thought fit, passing the following resolutions (the "Tyco EGM resolutions"). Resolutions 1, 2, 3, 4, 5 and 6 are required to be passed as conditions to the consummation of the merger (as defined in resolution 1), and resolutions 7, 8, 9, 10 and 11 are not required to be passed as conditions to the consummation of the merger. The resolutions may be voted on in such order as is determined by the Chairman of the Tyco EGM:

Time:          9:00 a.m. local time

Date:           August 17, 2016

Place:          Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin, Ireland

Purpose:

1.     Special Resolution: To Approve the Amendment of the Tyco Memorandum of Association

        "THAT, with effect from and conditional upon consummation of the merger contemplated pursuant to the terms of the Agreement and Plan of Merger, dated as of January 24, 2016, as amended by Amendment No. 1, dated as of July 1, 2016, by and among Johnson Controls, Inc., Tyco and certain other parties named therein, including Jagara Merger Sub LLC (the "merger"), the memorandum of association of Tyco is hereby amended by:

          (i)  the deletion in clause 2 of the words 'The Company is to be a public limited company' and the substitution therefor of the words 'The Company is to be a public limited company for the purposes of Part 17 of the Companies Act 2014';

         (ii)  the deletion of the existing clause 3.1(a) and the substitution in its place of the following new clause 3.1(a):

        'To carry on all or any of the businesses of producers, designers, manufacturers, servicers, buyers, sellers, and distributing agents of and dealers in all kinds of industrial and commercial goods, products, merchandise, services, solutions and real and personal property of every class and description; and to do all things usually dealt in by persons carrying on any of the abovementioned businesses or likely to be required in connection with any of the said businesses;' and

        (iii)  the deletion of clause 3.1(c)."

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2.     Special Resolution: To Approve the Amendment of the Tyco Articles of Association (together with the proposal set out in resolution 1 of this notice, the "Tyco Governing Documents Proposals")

        "THAT, the articles of association of Tyco are hereby amended by the adoption of each of the amendments set forth in Annex B-2 of this joint proxy statement/prospectus:

          (i)  with immediate effect upon the passing of this resolution, in respect of the amendments to articles 1, 30, 74(a) and 137(a) and the definitions of "Act" and "Acts" in article 2(a); and

         (ii)  with effect from and conditional upon the consummation of the merger (as defined in resolution 1 of the notice of this meeting), in respect of the other amendments to the articles of association."

3.     Ordinary Resolution: To Approve the Consolidation of Tyco Ordinary Shares (the "Tyco Share Consolidation Proposal")

        "THAT, with effect from immediately prior to the consummation of the merger (as defined in resolution 1 of the notice of this meeting) and immediately prior to resolution 4 of the notice of this meeting taking effect, each ordinary share of US$0.01 in the authorized capital of Tyco (whether or not issued) shall be consolidated into 0.955 ordinary shares of US$0.0104712041884817 each."

4.     Ordinary Resolution: To Approve an Authorized Share Capital Increase (the "Tyco Pre-Merger Authorized Share Capital Increase Proposal")

        "THAT, with effect from immediately prior to the consummation of the merger (as defined in resolution 1 of the notice of this meeting) and immediately following resolution 3 of the notice of this meeting taking effect, the authorized share capital of Tyco be increased by US$471,204.1884817, from US$11,000,000 and €40,000 divided into 955,000,000 ordinary shares of US$0.0104712041884817 each, 100,000,000 preferred shares of US$0.01 each and 40,000 ordinary A shares of €1.00 each, to US$11,471,204.1884817 and €40,000 divided into 1,000,000,000 ordinary shares of US$0.0104712041884817 each, 100,000,000 preferred shares of US$0.01 each and 40,000 ordinary A shares of €1.00 each."

5.     Ordinary Resolution: To Approve the Issuance of Tyco Ordinary Shares in Connection with the Merger (the "Tyco Share Issuance Proposal")

        "THAT, with effect from resolution 10 of the notice of this meeting taking effect (or if resolution 10 is not passed at this meeting, with effect from resolution 4 of the notice of this meeting taking effect), and subject to applicable rules and listing standards of the New York Stock Exchange, the directors of Tyco be and they are hereby generally and unconditionally authorized pursuant to section 1021 of the Irish Companies Act 2014 (the "Irish Companies Act") to exercise all the powers of Tyco to issue and allot relevant securities (within the meaning of section 1021 of the Irish Companies Act) as contemplated by the merger (as defined in resolution 1 of the notice of this meeting), up to an aggregate nominal amount of Tyco ordinary shares necessary for the purposes of satisfying the aggregate issuance of Tyco ordinary shares to the Johnson Controls shareholders in connection with the merger (as defined in resolution 1 of the notice of this meeting), provided that such authority shall (a) expire on the earlier of the Tyco annual general meeting in 2017 or June 9, 2017, (b) be without prejudice and in addition to the authority under Section 1021 of the Irish Companies Act previously granted to the Tyco board of directors pursuant to the articles of association adopted on September 8, 2014 and (c) not authorize the directors of Tyco to issue more than the authorized but unissued share capital of Tyco, increased pursuant to resolution 4 in the notice of this meeting."

6.     Special Resolution: To Approve the Change of Name of the Combined Company (the "Tyco Name Change Proposal")

        "THAT, with effect from and conditional upon the consummation of the merger (as defined in resolution 1 of the notice of this meeting), the change of the name of Tyco from Tyco International plc

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to Johnson Controls International plc is hereby approved, subject only to the approval of the Registrar of Companies in Ireland."

7.     Ordinary Resolution: To Approve an Authorized Share Capital Increase (the "Tyco Authorized Share Capital Increase Proposal")

        "THAT, with effect from and conditional upon the consummation of the merger (as defined in resolution 1 of the notice of this meeting), the authorized share capital of Tyco be increased by a further US$11,000,000 (or if resolution 10 is not passed at this meeting, by a further US$11,471,204.1884817), from US$11,000,000 (or if resolution 10 is not passed at this meeting, from US$11,471,204.1884817) and €40,000 divided into 1,000,000,000 ordinary shares of US$0.01 each (or if resolution 10 is not passed at this meeting, of US$0.0104712041884817 each), 100,000,000 preferred shares of US$0.01 each and 40,000 ordinary A shares of €1.00 each, to US$22,000,000 (or if resolution 10 is not passed at this meeting US$22,942,408.3769634), and €40,000 divided into 2,000,000,000 ordinary shares of US$0.01 each (or if resolution 10 is not passed at this meeting US$0.0104712041884817 each), 200,000,000 preferred shares of US$0.01 each and 40,000 ordinary A shares of €1.00."

8.     Ordinary Resolution: To Approve the Directors' Authority to Allot Shares (the "Tyco Allotment Authority Proposal")

        "THAT, with effect from and conditional upon the consummation of the merger (as defined in resolution 1 of the notice of this meeting) and conditional upon the approval of resolution 7 of the notice of this meeting, the Tyco directors are hereby generally and unconditionally authorized to exercise all powers to allot and issue relevant securities (within the meaning of section 1021 of the Irish Companies Act) up to an aggregate nominal value of US$3,050,000 (or US$3,193,717.27748692 if resolution 10 is not passed at this meeting) (being equivalent to approximately 33% of the aggregate nominal value of the issued share capital of Tyco immediately after the consummation of the merger (as defined in resolution 1 of the notice of this meeting)), and the authority conferred by this resolution shall expire on the earlier of the date of the Tyco annual general meeting in 2017 or June 9, 2017, unless previously renewed, varied or revoked; provided that Tyco may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Tyco directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired; and provided further that this resolution be without prejudice and in addition to the authority under section 1021 of the Irish Companies Act granted under resolution 5 of the notice to this meeting and the authority granted to the Tyco board of directors pursuant to the articles of association adopted on September 8, 2014."

9.     Special Resolution: To Approve the Disapplication of Statutory Pre-Emption Rights (the "Tyco Pre-Emption Waiver Proposal")

        "THAT, the Tyco directors be and are hereby empowered, without prejudice to any existing authorities granted to the Tyco directors, pursuant to section 1023 of the Irish Companies Act to allot equity securities (as defined in section 1023 of that Act) for cash, pursuant to the authority conferred by resolution 8 of the notice of this meeting as if sub-section (1) of section 1022 did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal value of US$450,000 (or if resolution 10 is not passed at this meeting, US$471,204.1884816765) (being equivalent to approximately 5% of the aggregate nominal value of the issued share capital of Tyco immediately after the consummation of the merger (as defined in resolution 1 of the notice of this meeting)) and the authority conferred by this resolution shall expire on the earlier of the Tyco annual general meeting in 2017 or June 9, 2017, unless previously renewed, varied or revoked; provided that Tyco may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Tyco directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired."

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10.   Ordinary Resolution: To Approve the Renominalization of Tyco Ordinary Shares (the "Tyco Share Renominalization Proposal")

        "THAT, subject to the passing of resolutions 2, 3 and 4 of the notice of this meeting and with effect from immediately prior to the consummation of the merger and immediately following resolution 4 of the notice of this meeting becoming effective, the nominal value of each ordinary share in Tyco shall be decreased by US$0.0004712041884817 to US$0.01 in accordance with section 83(1)(d) of the Irish Companies Act with the deduction of US$0.0004712041884817 from each ordinary share to be credited to the undenominated capital of Tyco."

11.   Special Resolution: To Approve the Creation of Distributable Reserves (the "Tyco Distributable Reserves Creation Proposal")

        "THAT,

          (i)  subject to and with the consent of the High Court in accordance with the provisions of section 84 of the Irish Companies Act, the company capital of Tyco be reduced by the cancellation of the entire amount standing to the credit of Tyco's share premium account immediately after the consummation of the transactions contemplated by the merger (as defined in resolution 1 of the notice of this meeting) including the issuance of ordinary shares in Tyco to shareholders of Johnson Controls, Inc. (the "authorized amount") or such other lesser amount as the board of directors of Tyco or the High Court may determine, with the reserve resulting from the reduction of the share premium to be treated as profits available for distribution as defined by section 117 of the Irish Companies Act; and

         (ii)  the board of directors of Tyco, acting through one or more of Tyco's directors, secretaries or executive officers, be and is hereby authorized on behalf of Tyco to (a) proceed to seek the confirmation of the High Court to a reduction of company capital by the authorized amount or such lesser amount as the board of directors of Tyco or the High Court may determine and (b) determine not to proceed to seek the approval of the High Court at all in pursuance of (i) above."

        Consummation of the merger is conditioned on the approval of each of resolutions 1 and 2 (the Tyco governing documents proposals), resolution 3 (the Tyco share consolidation proposal), resolution 4 (the Tyco pre-merger authorized share capital increase proposal), resolution 5 (the Tyco share issuance proposal) and resolution 6 (the Tyco name change proposal).

        Consummation of the merger is not conditioned on the approval of resolution 7 (the Tyco authorized share capital increase proposal), resolution 8 (the Tyco allotment authority proposal), resolution 9 (the Tyco pre-emption waiver proposal), resolution 10 (the Tyco share renominalization proposal) and resolution 11 (the Tyco distributable reserves creation proposal).

        The accompanying joint proxy statement/prospectus describes the purpose and business of the Tyco EGM, contains a detailed description of the merger agreement and the merger and includes a copy of the merger agreement as Annex A and a copy of the amendments to the memorandum and articles of association of Tyco proposed in resolutions 1 and 2 as Annex B-1 and Annex B-2. Please read these documents carefully before deciding how to vote.

        More information about the transaction and the Tyco EGM resolutions is contained in the accompanying joint proxy statement/prospectus. We urge all Tyco shareholders to read the accompanying joint proxy statement/prospectus, including the Annexes and the documents incorporated by reference in the accompanying joint proxy statement/prospectus, carefully and in their entirety. In particular, we urge you to read carefully "Risk Factors" beginning on page 42 of the accompanying joint proxy statement/prospectus.

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        The Tyco board of directors recommends unanimously that Tyco shareholders vote "FOR" each of the resolutions.

By order of the Board of Directors,

Judith A. Reinsdorf
Executive Vice President and General Counsel
July 6, 2016

YOUR VOTE IS IMPORTANT

        You may have the option to submit your proxy by using a toll-free telephone number or to vote your shares electronically over the Internet as described on the proxy card or voting instruction form you receive. We encourage you to submit your vote using either of these options if they are available to you. Alternatively, you may sign, date, mark and mail your proxy form in the postage-paid envelope provided. The method by which you vote does not limit your right to vote in person at the Tyco EGM. We strongly encourage you to vote. The above methods of delivering your proxy are without limitation to your entitlement to deliver your proxy to the registered office of Tyco indicated at the start of this notice not later than 48 hours prior to the Tyco EGM.

        Whether or not you expect to attend the Tyco EGM in person, we encourage you to cast your vote promptly so that your shares will be represented and voted at the meeting. A shareholder entitled to attend and vote is entitled to appoint one or more proxies using the form provided (or the form in section 184 of the Irish Companies Act) to attend, speak and vote instead of him or her at the Tyco EGM. The proxy need not be a shareholder.

        Under the Tyco articles of association, the Chairman of the Tyco EGM may at any time adjourn the Tyco EGM if, in his opinion, it would facilitate the conduct of the business of the Tyco EGM to do so or if he is so directed by the Tyco board of directors. Pursuant to this authority, the Tyco EGM may be adjourned to, among other things, solicit proxies if there are not sufficient votes at the time of the Tyco EGM in favor of the Tyco required proposals.

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ADDITIONAL INFORMATION

        The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Johnson Controls and Tyco from documents that are not included in or delivered with the joint proxy statement/prospectus. This information is available without charge to you upon written or oral request. You can obtain the documents incorporated by reference in the joint proxy statement/prospectus by requesting them in writing, by email or by telephone from Johnson Controls or Tyco at their respective addresses and telephone numbers listed below or by accessing the websites listed below. The information provided on the websites listed below is not a part of the accompanying joint proxy statement/prospectus and therefore is not incorporated by reference into the accompanying joint proxy statement/prospectus.

        In addition, if you have questions about the merger or the other transactions contemplated by the merger agreement, the Johnson Controls special meeting or the Tyco extraordinary general meeting (the "Tyco EGM"), or if you need to obtain copies of the accompanying joint proxy statement/prospectus, proxy cards or other documents incorporated by reference in the accompanying joint proxy statement/prospectus, you may contact the appropriate contact listed below. You will not be charged for any of the documents you request.

To obtain timely delivery of these documents before the Johnson Controls special meeting and the Tyco EGM, you must request the information no later than August 12, 2016.

        For a more detailed description of the information incorporated by reference in the accompanying joint proxy statement/prospectus and how you may obtain it, see "Where You Can Find More Information" in the accompanying joint proxy statement/prospectus.

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the "SEC") by Tyco (File No. 333-210588), constitutes a prospectus of Tyco under Section 5 of the U.S. Securities Act of 1933, as amended (the "Securities Act"), with respect to the combined company ordinary shares to be issued pursuant to the merger agreement. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the Johnson Controls special meeting and the Tyco EGM.

        Neither Johnson Controls nor Tyco has authorized anyone to give any information or make any representation about the merger, Johnson Controls or Tyco that is different from, or in addition to, that contained in this joint proxy statement/prospectus or in any of the materials that have been incorporated by reference. Therefore, neither Johnson Controls nor Tyco takes any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated July 6, 2016. The information contained in this joint proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this joint proxy statement/prospectus to Johnson Controls shareholders or Tyco shareholders nor the issuance of combined company ordinary shares pursuant to the merger agreement will create any implication to the contrary.

        This joint proxy statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

        The information concerning Johnson Controls contained in or incorporated by reference into this joint proxy statement/prospectus has been provided by Johnson Controls, and the information concerning Tyco contained in this joint proxy statement/prospectus has been provided by Tyco.

        Unless otherwise indicated or as the context otherwise requires, all references in this joint proxy statement/prospectus to:

•

"combined company" refers to Tyco immediately following the consummation of the merger;



•

"combined company ordinary shares" refers to the ordinary shares of the combined company, par value $0.01 per share (such par value subject to the passing of the Tyco share renominalization proposal at the Tyco EGM), following consummation of the merger;



•

"dollars" or "$" refers to U.S. dollars;



•

"Johnson Controls" refers to Johnson Controls, Inc.;



•

"Johnson Controls common stock" refers to the common stock, par value $1.00 per share, of Johnson Controls;



•

"merger" refers to the merger of Merger Sub with and into Johnson Controls, with Johnson Controls being the surviving corporation in the merger;



•

"merger agreement" refers to the Agreement and Plan of Merger, dated as of January 24, 2016, as amended by Amendment No. 1, dated as of July 1, 2016, and as it may be further amended from time to time, by and among Johnson Controls, Tyco and certain other parties named therein, including Merger Sub;



•

"Merger Sub" refers to Jagara Merger Sub LLC, a Wisconsin limited liability company and an indirect wholly owned subsidiary of Tyco;



•

"Tyco" refers to Tyco International plc; and



•

"Tyco ordinary shares" refers to the ordinary shares, par value $0.01 per share, of Tyco.

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NOTICE TO INVESTORS

        This joint proxy statement/prospectus is not a prospectus within the meaning of the Irish Companies Act, the Prospectus Directive (2003/71/EC) Regulations 2005 of Ireland (as amended) or the Prospectus Rules issued by the Central Bank of Ireland. This joint proxy statement/prospectus has not been approved or reviewed by or registered with the Central Bank of Ireland or any other competent authority or regulatory authority in the European Economic Area. This joint proxy statement/prospectus does not constitute investment advice or the provision of investment services within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or the Markets in Financial Instruments Directive (2004/39/EC). Neither Tyco nor Johnson Controls is an authorized investment firm within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or the Markets in Financial Instruments Directive (2004/39/EC) and the recipients of this joint proxy statement/prospectus should seek independent legal and financial advice in determining their actions in respect of or pursuant to this joint proxy statement/prospectus.

        In connection with the merger, Tyco is preparing a prospectus within the meaning of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (as amended) (the "European Prospectus"). This document is not the European Prospectus and for the purposes of EU prospectus law (as defined in the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (as amended)) is an advertisement and not a prospectus.

        Election forms to elect to receive cash consideration or a combination of share and cash consideration will be mailed to each Johnson Controls shareholder of record at least 20 business days prior to the election deadline of August 30, 2016. The mailing of the election forms to Johnson Controls shareholders in the European Economic Area will not occur prior to the publication of the European Prospectus. Completed election forms submitted by Johnson Controls shareholders in the European Economic Area shall be deemed invalid and incapable of acceptance if completed or returned prior to the publication of the European Prospectus.

        Johnson Controls shareholders in the European Economic Area should not complete any election form except on the basis of the information in the European Prospectus when published. Copies of the European Prospectus will, following publication, be available from Tyco's registered office at 1 Albert Quay, Cork, Ireland and online from http://investors.tyco.com.

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QUESTIONS AND ANSWERS ABOUT THE MERGER, THE JOHNSON CONTROLS SPECIAL
MEETING AND THE TYCO EXTRAORDINARY GENERAL MEETING

        The following are answers to certain questions you may have regarding the merger, the Johnson Controls special meeting and the Tyco extraordinary general meeting (the "Tyco EGM"). You are urged to read carefully this entire joint proxy statement/prospectus because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the Annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. See "Where You Can Find More Information." If you are in any doubt about this transaction, you should consult an independent financial advisor that, if you are obtaining advice in Ireland, is authorized or exempted by the Investment Intermediaries Act 1995, or the European Communities (Markets in Financial Instruments) Regulations (Nos. 1 to 3) 2007 (as amended).

Q:

WHAT IS THE PROPOSED TRANSACTION?

A:

On January 24, 2016, Johnson Controls and Tyco entered into the merger agreement pursuant to which they agreed to combine their respective businesses under a single company.

The merger is structured as a "reverse merger," in which Johnson Controls will merge with an indirect wholly owned subsidiary of Tyco, with Tyco being the parent entity of the combined company. Following the merger, Tyco will change its name to "Johnson Controls International plc" (subject to the approval of the Registrar of Companies in Ireland) and is referred to as the "combined company." In the merger, each share of Johnson Controls common stock (other than certain shares described in the merger agreement) will be converted into, at the election of the holder of such share, either: (i) one ordinary share of the combined company (the "share consideration"); or (ii) $34.88 in cash, without interest (the "cash consideration"). Elections by Johnson Controls shareholders for the share consideration and the cash consideration will be subject to proration procedures set forth in the merger agreement, such that Johnson Controls shareholders will receive in the aggregate approximately $3.864 billion in cash.

Immediately prior to the merger, Tyco shareholders will receive 0.955 ordinary shares of Tyco, which will become ordinary shares of the combined company in the merger, for each Tyco ordinary share they hold. Tyco shareholders will receive these shares by virtue of a 0.955-for-one share consolidation (the "Tyco share consolidation"). After consummation of the merger, Johnson Controls shareholders and Tyco shareholders are expected to own approximately 56% and 44%, respectively, of the issued and outstanding ordinary shares of the combined company.

Q:

WHY AM I RECEIVING THIS JOINT PROXY STATEMENT/PROSPECTUS?

A:

Each of Johnson Controls and Tyco is sending these materials to its respective shareholders to help them decide how to vote their Johnson Controls common stock or Tyco ordinary shares, as the case may be, with respect to the matters to be considered at the Johnson Controls special meeting and the Tyco EGM, respectively.

Consummation of the merger requires affirmative votes by both Johnson Controls shareholders and Tyco shareholders. To obtain these required approvals, Johnson Controls will hold the Johnson Controls special meeting in order to ask its shareholders to approve the merger agreement, and Tyco will hold the Tyco EGM in order to obtain the approvals of Tyco shareholders necessary to consummate the merger.

Further information about the Johnson Controls special meeting, the Tyco EGM and the merger is contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus constitutes both a joint proxy statement of Johnson Controls and Tyco and a prospectus of Tyco. It is a joint proxy statement because each of the Johnson Controls board of directors and the Tyco board of

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directors is soliciting proxies from its respective shareholders using this joint proxy statement/prospectus. It is a prospectus because Tyco, in connection with the merger agreement, is offering Tyco ordinary shares (which will become ordinary shares of the combined company in the merger) in exchange for a portion of the outstanding shares of Johnson Controls common stock.

The enclosed proxy materials allow you to submit a proxy by telephone or vote your shares over the Internet without attending your respective company's special meeting or extraordinary general meeting in person.

Your vote is very important. You are encouraged to submit your proxy by telephone or vote your shares over the Internet as soon as possible, even if you do plan to attend the Johnson Controls special meeting or the Tyco EGM in person.

This joint proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the Irish Companies Act 2014 (the "Irish Companies Act"), the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (as amended) or the Prospectus Rules issued under the Irish Companies Act, and the Central Bank of Ireland has not approved this joint proxy statement/prospectus.

Q:

WHAT WILL JOHNSON CONTROLS SHAREHOLDERS RECEIVE IN THE MERGER?

A:

In the merger, each share of Johnson Controls common stock issued and outstanding immediately prior to the effective time of the merger (other than shares held by Johnson Controls, Tyco, Merger Sub and certain subsidiaries of Johnson Controls and Tyco, as described in the merger agreement) will be converted into the right to receive, at the election of its holder (subject to proration as described in this joint proxy statement/prospectus), either:

•

one ordinary share of the combined company; or



•

$34.88 in cash, without interest.

The share consideration and the cash consideration are collectively referred to as the "merger consideration." Any share of Johnson Controls common stock with respect to which a holder elects to receive the share consideration is referred to as a "share electing share," and any share of Johnson Controls common stock with respect to which a holder elects to receive the cash consideration is referred to as a "cash electing share." If a holder makes no election with respect to a share (or fails to properly make an election) (a "non-electing share"), then such share of Johnson Controls common stock will be deemed to be a share electing share.

Elections by Johnson Controls shareholders for the share consideration and cash consideration will be subject to proration procedures set forth in the merger agreement, such that Johnson Controls shareholders will receive in the aggregate approximately $3.864 billion of cash. Accordingly, if you are a Johnson Controls shareholder, depending on the elections made by other Johnson Controls shareholders, you may not receive the amount of cash or the number of shares of the combined company that you request on your election form.

Q:

WHAT WILL TYCO SHAREHOLDERS RECEIVE IN THE TRANSACTION?

A:

Immediately prior to the merger, Tyco shareholders will receive 0.955 ordinary shares of Tyco, which will become ordinary shares of the combined company in the merger, for each Tyco ordinary share they hold. Tyco shareholders will receive these shares by virtue of a 0.955-for-one share consolidation.

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Q:

ARE JOHNSON CONTROLS SHAREHOLDERS GUARANTEED TO RECEIVE THE FORM OF MERGER CONSIDERATION THEY ELECT TO RECEIVE?

A:

No. Elections by Johnson Controls shareholders for the share consideration and cash consideration will be subject to proration procedures set forth in the merger agreement, such that Johnson Controls shareholders will receive in the aggregate approximately $3.864 billion in cash. The merger agreement provides for adjustments to and reallocation of the share elections and cash elections made by Johnson Controls shareholders in the event that the cash consideration is undersubscribed or oversubscribed.

Specifically, if Johnson Controls shareholders elect an aggregate of $3.864 billion, cash electing shares will be converted into the right to receive cash consideration and share electing shares and non-electing shares will be converted into the right to receive share consideration. If Johnson Controls shareholders elect to receive an aggregate of less than $3.864 billion of cash consideration, cash electing shares will be converted into the right to receive cash consideration and a portion of the share electing shares and non-electing shares of each Johnson Controls shareholder will be converted into the right to receive cash consideration, with the remaining shares of such Johnson Controls shareholder converted into the right to receive share consideration. If Johnson Controls shareholders elect to receive an aggregate of more than $3.864 billion of cash consideration, share electing shares and non-electing shares will be converted into the right to receive share consideration, and a portion of the cash electing shares of each Johnson Controls shareholder will be converted into the right to receive cash consideration, with the remaining shares of such Johnson Controls shareholder converted into the right to receive share consideration. Accordingly, depending on the elections made by other Johnson Controls shareholders, each Johnson Controls shareholder who elects to receive share consideration for all of their shares of Johnson Controls common stock in the merger may receive a portion of their merger consideration in cash consideration, and each Johnson Controls shareholder who elects to receive cash consideration for all of their shares of Johnson Controls common stock in the merger may receive a portion of their merger consideration in share consideration. A Johnson Controls shareholder who elects to receive a combination of cash consideration and share consideration for their shares of Johnson Controls common stock in the merger may receive cash consideration and share consideration in a proportion different from that which such shareholder elected. For further information, including hypothetical scenarios demonstrating the possible effects of proration on a holder of 1,000 shares of Johnson Controls common stock, see "The Merger—Consideration to be Received by Johnson Controls Shareholders."

Q:

HOW DO I MAKE AN ELECTION IF I AM A JOHNSON CONTROLS SHAREHOLDER?

A:

The election deadline is August 30, 2016, unless otherwise agreed in advance by Johnson Controls and Tyco, in which event Johnson Controls will promptly announce the rescheduled election deadline. At least 20 business days prior to the election deadline, an election form will be mailed to each Johnson Controls shareholder of record. To elect to receive cash consideration or a combination of cash and share consideration, you must fill out the election form and submit it by the election deadline. If you do not submit an election form by the deadline, you will be treated as if you had elected share consideration.

The mailing of the election forms to Johnson Controls shareholders in the European Economic Area will not occur prior to the publication of the European Prospectus. Completed election forms submitted by Johnson Controls shareholders in the European Economic Area shall be deemed invalid and incapable of acceptance if completed or returned prior to the publication of the European Prospectus.

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Johnson Controls shareholders in the European Economic Area should not complete any election form except on the basis of the information in the European Prospectus when published. Copies of the European Prospectus will, following publication, be available from Tyco's registered office at 1 Albert Quay, Cork, Ireland and online from http://investors.tyco.com.

Q:

CAN I REVOKE OR CHANGE MY ELECTION AFTER I MAIL MY ELECTION FORM?

A:

Yes. Johnson Controls shareholders may revoke or change their elections by sending written notice thereof to the exchange agent, which notice must be received by the exchange agent prior to the election deadline. In the event an election form is revoked, under the merger agreement the shares of Johnson Controls common stock represented by such election form will be treated as non-electing shares, except to the extent a subsequent election is properly made by the Johnson Controls shareholder prior to the election deadline. See "The Merger—Consideration to be Received by Johnson Controls Shareholders."

Q:

WHAT HAPPENS IF I DO NOT MAKE AN ELECTION OR MY ELECTION FORM IS NOT RECEIVED BEFORE THE ELECTION DEADLINE?

A:

For any shares of Johnson Controls common stock with respect to which the exchange agent does not receive a properly completed and timely election form, the holder of those shares will be deemed not to have made an election. Under the merger agreement, non-electing shares will be deemed to have elected to receive share consideration, and will be subject to the proration procedures provided in the merger agreement as if they were share electing shares. See "The Merger—Consideration to be Received by Johnson Controls Shareholders."

Q:

WHAT HAPPENS IF I TRANSFER MY SHARES OF JOHNSON CONTROLS COMMON STOCK AFTER MAKING AN ELECTION?

A:

If you transfer your shares of Johnson Controls common stock after making an election, the election will be automatically revoked with respect to such shares, and such shares will be treated as non-electing shares, unless a subsequent election is properly made by the Johnson Controls shareholder of record prior to the election deadline. See "The Merger—Consideration to be Received by Johnson Controls Shareholders."

Q:

WHEN WILL THE MERGER BE CONSUMMATED?

A:

The parties currently expect that the merger will be consummated on or around the end of the parties' 2016 fiscal year (September 30, 2016 for both Johnson Controls and Tyco), but neither Johnson Controls nor Tyco can predict the actual date on which the merger will be consummated, or whether it will be consummated, because the merger is subject to factors beyond each company's control, including whether or when the required regulatory approvals will be received. See "The Merger Agreement—Conditions to the Consummation of the Merger."

Q:

WHAT ARE THE CONDITIONS TO THE CONSUMMATION OF THE MERGER?

A:

In addition to approval of the Johnson Controls merger proposal by Johnson Controls shareholders and approval of the Tyco required proposals by Tyco shareholders, consummation of the merger and the other transactions contemplated by the merger agreement is subject to the satisfaction of a number of other conditions, including certain regulatory clearances. See "The Merger Agreement—Conditions to the Consummation of the Merger."

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Q:

WHO WILL SERVE AS THE DIRECTORS AND SENIOR OFFICERS OF THE COMBINED COMPANY?

A:

As of the effective time of the merger, the board of directors of the combined company will consist of eleven directors, six of whom will be directors of the Johnson Controls board of directors prior to the closing and five of whom will be directors of the Tyco board of directors prior to the closing. The eleven directors of the combined company will include Alex A. Molinaroli, the current Chairman, President and Chief Executive Officer of Johnson Controls, George R. Oliver, the current Chief Executive Officer of Tyco, and nine other directors mutually agreed between Johnson Controls and Tyco. One of the six directors from the Johnson Controls board of directors prior to the closing will be elected independent lead director of the board of directors of the combined company. See "The Merger—Board of Directors of the Combined Company after the Merger."

As of the effective time of the merger, Mr. Molinaroli will be appointed as Chairman and Chief Executive Officer of the combined company, and Mr. Oliver will serve as President and Chief Operating Officer of the combined company. Mr. Oliver will succeed Mr. Molinaroli as Chief Executive Officer on the 18-month anniversary of the effective time of the merger (or such earlier time that Mr. Molinaroli ceases to be Chief Executive Officer). At that time, Mr. Molinaroli will become the Executive Chairman, with the executive functions set forth in his employment agreement, and will serve in such role for 12 months. Following such 12-month period (or such earlier time that Mr. Molinaroli ceases to be Executive Chairman), Mr. Oliver will become Chairman and continue as Chief Executive Officer of the combined company. See "The Merger—Officers of the Combined Company after the Merger."

Q:

WHAT EFFECTS WILL THE MERGER HAVE ON JOHNSON CONTROLS' ANNOUNCED SPIN-OFF OF ITS AUTOMOTIVE EXPERIENCE BUSINESS?

A:

On July 24, 2015, Johnson Controls announced plans to separate its Automotive Experience business from the rest of Johnson Controls by means of a spin-off of a newly formed company, which will be named Adient. Subject to final board approval of the spin-off, the spin-off is expected to be completed following the consummation of the merger and would result in the Automotive Experience business becoming an independent publicly traded company. It is currently expected that the separation will generally proceed in substantially the same manner as originally planned and on the timeline previously announced by Johnson Controls, with such adjustments to reflect that the distributing corporation will be the combined company instead of Johnson Controls. However, there can be no assurance that the separation will occur within this timeframe, or at all, and the separation may be accomplished at a different time or in a different manner.

Q:

WHO IS ENTITLED TO VOTE?

A:

Johnson Controls:    The Johnson Controls board of directors has fixed the close of business on June 27, 2016 as the record date of the Johnson Controls special meeting (the "Johnson Controls record date"). If you were a holder of record of shares of Johnson Controls common stock as of the close of business on June 27, 2016, you are entitled to receive notice of and to vote at the Johnson Controls special meeting and any adjournments thereof.

Tyco:    The Tyco board of directors has fixed the close of business on June 27, 2016 as the record date of the Tyco EGM (the "Tyco record date"). If you were a holder of record of Tyco ordinary shares as of the close of business on June 27, 2016, you are entitled to receive notice of and to vote at the Tyco EGM and any adjournments thereof.

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Q:

WHAT ARE JOHNSON CONTROLS SHAREHOLDERS BEING ASKED TO VOTE ON?

A:

At the Johnson Controls special meeting, Johnson Controls shareholders will be asked to approve the following items:

1.

the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus (the "Johnson Controls merger proposal");

2.

the adjournment of the Johnson Controls special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of approving the Johnson Controls merger proposal (the "Johnson Controls adjournment proposal"); and

3.

on a non-binding, advisory basis, the compensation that may become payable to Johnson Controls' named executive officers that is based on or otherwise relates to the merger, as disclosed in "The Merger—Interests of Johnson Controls' Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Johnson Controls' Named Executive Officers" (the "Johnson Controls advisory compensation proposal" and together with the Johnson Controls merger proposal and the Johnson Controls adjournment proposal, the "Johnson Controls proposals").

Approval of the Johnson Controls merger proposal is required for consummation of the merger. Approval of the Johnson Controls adjournment proposal and the Johnson Controls advisory compensation proposal is not required for consummation of the merger.

No other matters are intended to be brought before the Johnson Controls special meeting by Johnson Controls.

Q:

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE JOHNSON CONTROLS SPECIAL MEETING?

1.     Johnson Controls Merger Proposal:    Approval of the Johnson Controls merger proposal

 requires the affirmative vote of the holders of two-thirds of the outstanding shares of Johnson Controls common stock. For the Johnson Controls merger proposal, an abstention or a failure to vote will have the same effect as a vote cast "AGAINST" this proposal.

2.

Johnson Controls Adjournment Proposal:    Approval of the Johnson Controls adjournment proposal requires that the votes cast by Johnson Controls shareholders present in person or represented by proxy at the Johnson Controls special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such shareholders against the proposal. For the Johnson Controls adjournment proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.

3.

Johnson Controls Advisory Compensation Proposal:    Approval of the Johnson Controls advisory compensation proposal requires that the votes cast by Johnson Controls shareholders present in person or represented by proxy at the Johnson Controls special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such shareholders against the proposal. For the Johnson Controls advisory compensation proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.

Q:

HOW DOES THE JOHNSON CONTROLS BOARD OF DIRECTORS RECOMMEND JOHNSON CONTROLS SHAREHOLDERS VOTE?

A:

The Johnson Controls board of directors has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to, and in the best interests of, Johnson Controls and its shareholders, and has approved and adopted the merger agreement and the transactions contemplated thereby. The Johnson Controls board of directors

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therefore unanimously recommends that the Johnson Controls shareholders vote their shares of Johnson Controls common stock:

1.

"FOR" the Johnson Controls merger proposal;



2.

"FOR" the Johnson Controls adjournment proposal; and



3.

"FOR" the Johnson Controls advisory compensation proposal.

Q:

ARE THERE ANY RISKS ABOUT THE MERGER OR TYCO'S BUSINESS THAT JOHNSON CONTROLS SHAREHOLDERS SHOULD CONSIDER IN DECIDING WHETHER TO VOTE ON THE PROPOSALS?

A:

Yes. Before making any decision on whether and how to vote, Johnson Controls shareholders are urged to read carefully and in its entirety the information contained in "Risk Factors" beginning on page 42 of this joint proxy statement/prospectus. Johnson Controls shareholders should also read and carefully consider the risk factors of Johnson Controls and Tyco and the other risk factors that are incorporated by reference into this joint proxy statement/prospectus.

Q:

DO ANY OF JOHNSON CONTROLS' DIRECTORS OR EXECUTIVE OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM THOSE OF JOHNSON CONTROLS SHAREHOLDERS?

A:

Yes. Johnson Controls' directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Johnson Controls shareholders. See "The Merger—Interests of Johnson Controls' Directors and Executive Officers in the Merger." The members of the Johnson Controls board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that Johnson Controls shareholders approve the merger agreement.

Q:

WHAT ARE TYCO SHAREHOLDERS BEING ASKED TO VOTE ON?

A:

At the Tyco EGM, Tyco shareholders will be asked to approve the following items:

1.

the amendments to the Tyco memorandum of association set forth in Annex B-1 to this joint proxy statement/prospectus;

2.

the amendments to the Tyco articles of association set forth in Annex B-2 to this joint proxy statement/prospectus (together with Tyco proposal 1 above, the "Tyco governing documents proposals");

3.

the consolidation of Tyco ordinary shares whereby, immediately prior to the effective time of the merger, every issued and unissued Tyco ordinary share will be consolidated into 0.955 Tyco ordinary shares (the "Tyco share consolidation proposal");

4.

an increase to the authorized share capital of Tyco such that the number of authorized ordinary shares of Tyco immediately following the Tyco share consolidation is equal to 1,000,000,000 (the number of authorized ordinary shares of Tyco immediately prior to the Tyco share consolidation) (the "Tyco pre-merger authorized share capital increase proposal");

5.

the issuance of Tyco ordinary shares in connection with the merger as contemplated by the merger agreement (the "Tyco share issuance proposal");

6.

the change of name of the combined company to "Johnson Controls International plc" effective as of the effective time of the merger or as promptly as reasonably practicable thereafter, subject to approval of the Registrar of Companies in Ireland (the "Tyco name change proposal" and, together with the Tyco governing documents proposals, the Tyco share

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consolidation proposal, the Tyco pre-merger authorized share capital increase proposal and the Tyco share issuance proposal, the "Tyco required proposals");

7.

an increase, effective as of the effective time of the merger, to the authorized share capital of Tyco in an amount equal to 1,000,000,000 ordinary shares and 100,000,000 preferred shares (the "Tyco authorized share capital increase proposal");



8.

the allotment of relevant securities (as defined in the Irish Companies Act) for issuances after the merger of up to approximately 33% of the combined company's post-merger issued share capital (the "Tyco allotment authority proposal");



9.

the disapplication of statutory pre-emption rights in respect of issuances of equity securities (as defined in the Irish Companies Act) for cash for issuances after the merger of up to approximately 5% of the combined company's post-merger issued share capital (the "Tyco pre-emption waiver proposal");



10.

the renominalization of Tyco ordinary shares such that the nominal value of each ordinary share will be decreased by approximately $0.00047 to $0.01 (matching its pre-consolidation nominal value) with the amount of the deduction being credited to undenominated capital (the "Tyco share renominalization proposal"); and



11.

the reduction of some or all of the share premium of Tyco resulting from the merger to allow the creation of additional distributable reserves of the combined company (the "Tyco distributable reserves creation proposal" and, together with the Tyco required proposals, the Tyco authorized share capital increase proposal, the Tyco allotment authority proposal, the Tyco pre-emption waiver proposal and the Tyco share renominalization proposal, the "Tyco proposals").

Consummation of the merger is conditioned on approval of the Tyco required proposals (the Tyco governing documents proposals, the Tyco share consolidation proposal, the Tyco pre-merger authorized share capital increase proposal, the Tyco share issuance proposal and the Tyco name change proposal).

Consummation of the merger is not conditioned on approval of the Tyco authorized share capital increase proposal, Tyco allotment authority proposal, the Tyco pre-emption waiver proposal, the Tyco share renominalization proposal and the Tyco distributable reserves creation proposal.

No other matters are intended to be brought before the Tyco EGM by Tyco.

Q:

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE TYCO EGM?

A:

1.     Tyco Governing Documents Proposals:    The affirmative vote of 75% of the votes cast, either in person or by proxy, by shareholders entitled to vote on both of the Tyco governing documents proposals at the Tyco EGM is required to approve both of the Tyco governing documents proposals.

2.

Tyco Share Consolidation Proposal:    The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco share consolidation proposal at the Tyco EGM is required to approve the Tyco share consolidation proposal.

3.

Tyco Pre-Merger Authorized Share Capital Increase Proposal:    The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco pre-merger authorized share capital increase proposal at the Tyco EGM is required to approve the Tyco pre-merger authorized share capital increase proposal.

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4.

Tyco Share Issuance Proposal:    The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco share issuance proposal at the Tyco EGM is required to approve the Tyco share issuance proposal.



5.

Tyco Name Change Proposal:    The affirmative vote of 75% of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco name change proposal at the Tyco EGM is required to approve the Tyco name change proposal.



6.

Tyco Authorized Share Capital Increase Proposal:    The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco authorized share capital increase proposal at the Tyco EGM is required to approve the Tyco authorized share capital increase proposal.



7.

Tyco Allotment Authority Proposal:    The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco allotment authority proposal at the Tyco EGM is required to approve the Tyco allotment authority proposal.



8.

Tyco Pre-emption Waiver Proposal:    The affirmative vote of 75% of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco pre-emption waiver proposal at the Tyco EGM is required to approve the Tyco pre-emption waiver proposal.



9.

Tyco Share Renominalization Proposal:    The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco share renominalization proposal at the Tyco EGM is required to approve the Tyco renominalization proposal.



10.

Tyco Distributable Reserves Creation Proposal:    The affirmative vote of 75% of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco distributable reserves creation proposal at the Tyco EGM is required to approve the Tyco distributable reserves creation proposal.

Because the vote required to approve each of the Tyco proposals is based on votes properly cast at the Tyco EGM, and because abstentions are not considered votes properly cast, abstentions, along with failures to vote and broker non-votes, will have no effect on such proposals (except that abstentions and broker non-votes will be counted towards determining whether a quorum is present).

Q:

HOW DOES THE TYCO BOARD OF DIRECTORS RECOMMEND TYCO SHAREHOLDERS VOTE?

A:

The Tyco board of directors has approved the merger agreement and determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and in the best interests of Tyco and its shareholders. The Tyco board of directors recommends that the Tyco shareholders vote their Tyco ordinary shares:

1.

"FOR" the Tyco governing documents proposals;

2

"FOR" the Tyco share consolidation proposal;

3.

"FOR" the Tyco pre-merger authorized share capital increase proposal;

4.

"FOR" the Tyco share issuance proposal;

5.

"FOR" the Tyco name change proposal;

6.

"FOR" the Tyco authorized share capital increase proposal;

7.

"FOR" the Tyco allotment authority proposal;

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8.

"FOR" the Tyco pre-emption waiver proposal;



9.

"FOR" the Tyco share renominalization proposal; and



10.

"FOR" the Tyco distributable reserves creation proposal.

Q:

WHY ARE THE TYCO SHAREHOLDERS BEING ASKED TO APPROVE THE TYCO AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL, THE TYCO ALLOTMENT AUTHORITY PROPOSAL, THE TYCO PRE-EMPTION WAIVER PROPOSAL, THE TYCO SHARE RENOMINALIZATION PROPOSAL AND THE TYCO DISTRIBUTABLE RESERVES CREATION PROPOSAL?

A:

Approval of the Tyco authorized share capital increase proposal, the Tyco allotment authority proposal, the Tyco pre-emption waiver proposal, the Tyco share renominalization proposal and the Tyco distributable reserves creation proposal is not required for consummation of the merger. If Tyco shareholders do not approve one or more of these proposals, but all other required consents and approvals are obtained (including approval of the Johnson Controls merger proposal and the Tyco required proposals), Tyco and Johnson Controls may nevertheless consummate the merger.

As of June 15, 2016, Tyco had approximately 573,854,788 ordinary shares remaining available for issue, representing 57% of Tyco's total authorized ordinary shares, with approximately 15,579,848 of such ordinary shares reserved for issuance to meet obligations with respect to outstanding employee equity awards under Tyco's employee equity plans. As of June 15, 2016, Johnson Controls had approximately 1,158,733,382 shares of common stock remaining available for issue, representing 64% of Johnson Controls' total authorized shares, with approximately 19,957,965 of such shares reserved for issuance to meet obligations with respect to outstanding employee equity awards under Johnson Controls' employee equity plans. As a result of the merger, the combined company will have used almost all of its authorized but unissued ordinary share capital immediately following the consummation of the merger, with approximately 62,542,787 ordinary shares remaining available for issue, representing approximately 6% of the combined company's total authorized ordinary shares, and approximately 34,836,720 of such ordinary shares reserved for issuance under the combined company's employee equity plans. As a result, the combined company will be very limited in its ability to issue new ordinary shares, including shares to be issued under employee equity plans or as part of a stock for stock acquisition. Tyco is asking its shareholders to approve the Tyco authorized share capital increase proposal in order to preserve a level of headroom in the authorized share capital of the combined company approximately proportionate to the aggregate headroom in the authorized share capital of Johnson Controls and Tyco prior to the merger, and to maintain the proportion of Tyco preferred shares to ordinary shares. If the Tyco authorized share capital increase proposal is approved, immediately following the consummation of the merger, approximately 1,062,542,787 ordinary shares of the combined company will remain available for issue, representing approximately 53% of the combined company's total authorized ordinary shares, with approximately 34,836,720 of such ordinary shares reserved for issuance under the combined company's employee equity plans.

Under Irish law, directors of an Irish public limited company must have authority from its shareholders to issue any shares, including shares which are part of the company's authorized but unissued share capital. Tyco's current authorization is to issue up to the entire of the authorized but unissued share capital of the company. Following the consummation of the merger, the combined company will have used almost all of its authorized but unissued ordinary share capital. As a result, the directors of the combined company will have a limited ability to issue new ordinary shares. Tyco is asking its shareholders to approve the Tyco allotment authority proposal in order to authorize the directors of the combined company to issue shares subject to the limits set out in the Tyco allotment authority proposal.

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Under Irish law, unless otherwise authorized by a special resolution or the constitution of the company, when an Irish public limited company issues ordinary shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders of the company on a pro rata basis (commonly referred to as the statutory pre-emption right). Tyco's current authorization is to issue up to the entire of the authorized but unissued share capital of the company without applying pre-emption rights. Following the consummation of the merger, the combined company will have used almost all of its authorized but unissued ordinary share capital. As a result, the directors of the combined company will have a limited ability to issue ordinary shares for cash without applying pre-emption rights. The purpose of the Tyco pre-emption waiver proposal is to allow the directors of the combined company a degree of flexibility in issuing shares following the merger.

Tyco is asking its shareholders to approve the Tyco share renominalization proposal because as a result of the Tyco share consolidation, the par value of each Tyco ordinary share will be $0.0104712041884817 (having previously been $0.01 immediately prior to the Tyco share consolidation), which is an inconvenient number for practical usage. The Tyco share renominalization proposal, if approved, will decrease the par value of each Tyco ordinary share resulting in a par value per ordinary share of $0.01.

Under Irish law, Tyco may only make distributions (including the payment of cash dividends) to its shareholders or fund share buy-backs from "distributable reserves" in its unconsolidated balance sheet (prepared in accordance with Irish law). Distributable reserves do not include share premium, such as the significant share premium that will be created as a result of the merger. It is expected that, as soon as practicable following the consummation of the merger, the combined company will seek to obtain the approval of the High Court of Ireland to convert its share premium to distributable reserves (the "Tyco distributable reserves creation"). Before such approval can be obtained, the shareholders of Tyco must first have passed a special resolution authorizing the Tyco distributable reserves creation.

Q:

ARE THERE ANY RISKS ABOUT THE MERGER OR JOHNSON CONTROLS' BUSINESS THAT TYCO SHAREHOLDERS SHOULD CONSIDER IN DECIDING WHETHER TO VOTE ON THE PROPOSALS?

A:

Yes. Before making any decision on whether and how to vote, Tyco shareholders are urged to read carefully and in its entirety the information contained in "Risk Factors" beginning on page 42 of this joint proxy statement/prospectus. Tyco shareholders should also read and carefully consider the risk factors of Johnson Controls and Tyco and the other risk factors that are incorporated by reference into this joint proxy statement/prospectus.

Q:

DO ANY OF TYCO'S DIRECTORS OR EXECUTIVE OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM THOSE OF TYCO SHAREHOLDERS?

A:

Yes. Tyco's directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Tyco shareholders. See "The Merger—Interests of Tyco's Directors and Executive Officers in the Merger." The members of the Tyco board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that Tyco shareholders approve the Tyco proposals.

Q:

WHAT DO I NEED TO DO NOW?

A:

After carefully reading and considering the information contained in this joint proxy statement/prospectus, please submit your proxy or voting instruction card for your Johnson Controls common stock or Tyco ordinary shares, as applicable, as soon as possible so that your shares will be represented at your respective company's special meeting or extraordinary general meeting. Please follow the instructions set forth on the proxy card or on the voting instruction card provided by

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your bank, broker or other nominee if your shares are held in "street name" through your bank, broker or other nominee.

Q:

HOW DO I VOTE?

A:

If you are a shareholder of record of Johnson Controls as of the Johnson Controls record date, or a shareholder of record of Tyco as of the Tyco record date, you may submit your proxy before your respective company's special meeting or extraordinary general meeting in one of the following ways:

1.

visit the website shown on your proxy card to submit your proxy via the Internet (in the case of shareholders of Tyco, to be received by 11:59 p.m. (U.S. Eastern Time) on August 14, 2016);

2.

call the toll-free number for telephone proxy submission shown on your proxy card (in the case of shareholders of Tyco, to be received by 11:59 p.m. (U.S. Eastern Time) on August 14, 2016); or

3.

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope (in the case of shareholders of Tyco, to be received by 11:59 p.m. (U.S. Eastern Time) on August 14, 2016).

You may also cast your vote in person at your respective company's special meeting or extraordinary general meeting.

If you are a shareholder of record of Tyco and you choose to submit your proxy by telephone by calling the toll-free number on your proxy card, your use of that telephone system and in particular the entry of your pin number/other unique identifier, will be deemed to constitute your appointment, in writing and under hand, and for all purposes of the Irish Companies Act, of each of the Chief Executive Officer and Chief Financial Officer of Tyco as your proxy to vote your shares on your behalf in accordance with your telephone instructions.

If your shares are held in "street name," through a bank, broker or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. Please follow the voting instructions provided by your bank, broker or other nominee. "Street name" shareholders who wish to vote in person at the meeting will need to obtain a "legal proxy" from their bank, broker or other nominee.

Q:

HOW MANY VOTES DO I HAVE?

A:

Johnson Controls:    You are entitled to one vote for each share of Johnson Controls common stock that you owned as of the close of business on the Johnson Controls record date. As of the close of business on the Johnson Controls record date, 639,708,284 shares of Johnson Controls common stock were outstanding and entitled to vote at the Johnson Controls special meeting.

Tyco:    You are entitled to one vote for each Tyco ordinary share that you owned as of the close of business on the Tyco record date. As of the close of business on the Tyco record date, 426,181,054 Tyco ordinary shares were outstanding and entitled to vote at the Tyco EGM.

Q:

WHO CAN ATTEND THE JOHNSON CONTROLS SPECIAL MEETING AND THE TYCO EGM?

A:

All Johnson Controls shareholders of record as of the close of business on June 27, 2016 can attend the Johnson Controls special meeting. Seating at the Johnson Controls special meeting, however, is limited, and shareholders must request an admission ticket in advance by following the instructions described in the section entitled "The Johnson Controls Special Meeting—Attending the Johnson Controls Special Meeting." To accommodate as many shareholders as possible, Johnson

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Controls is not able to allow non-shareholder guests to attend the Johnson Controls special meeting.

All Tyco shareholders as of the record date are invited to attend the Tyco EGM. For admission to the Tyco EGM, shareholders of record should bring the admission ticket attached to the enclosed proxy card to the Registered Shareholders check-in area, where their ownership will be verified. Those who have beneficial ownership of shares held by a bank, broker or other nominee should come to the Beneficial Owners check-in area. To be admitted, beneficial owners must bring account statements or letters from their banks or brokers showing that they own Tyco shares. Registration will begin at 8:00 a.m., local time.

Q:

WHAT IF I SELL MY SHARES OF JOHNSON CONTROLS COMMON STOCK BEFORE THE JOHNSON CONTROLS SPECIAL MEETING, OR I SELL MY TYCO ORDINARY SHARES BEFORE THE TYCO EGM?

A:

Johnson Controls:    If you transfer your shares of Johnson Controls common stock after the Johnson Controls record date but before the Johnson Controls special meeting, you will, unless you provide the transferee of your shares with a proxy, retain your right to vote at the Johnson Controls special meeting, but will have transferred the right to receive the merger consideration. In order to receive ordinary shares of the combined company as a result of the merger, you must hold your shares through the effective time of the merger.

Tyco:    If you transfer your Tyco ordinary shares after the Tyco record date but before the Tyco EGM, you will, unless you provide the transferee of your shares with a proxy, retain your right to vote at the Tyco EGM, but will have transferred the right to receive 0.955 ordinary shares of the combined company for each Tyco ordinary share as a result of the Tyco share consolidation and the merger. In order to receive ordinary shares of the combined company as a result of the Tyco share consolidation and the merger, you must hold your shares through the effective time of the merger.

Q:

SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

A:

No. To the extent Johnson Controls shareholders have certificated shares, such Johnson Controls shareholders should keep their existing stock certificates at this time. Johnson Controls shareholders will receive a letter of transmittal and written instructions for exchanging their stock certificates for the share consideration and/or the cash consideration.

The combined company will not issue share certificates in respect of any of its ordinary shares, except as required by law. Johnson Controls shareholders who are entitled to receive the share consideration will receive combined company ordinary shares in book entry form.

Q:

WHO IS THE EXCHANGE AGENT FOR THE MERGER?

A:

Wells Fargo Bank, N.A. is the exchange agent for the merger.

Q:

WHEN AND WHERE ARE THE JOHNSON CONTROLS SPECIAL MEETING AND THE TYCO EGM?

A:

Johnson Controls:    The Johnson Controls special meeting will be held at The Ritz-Carlton Dallas, 2121 McKinney Ave, Dallas, TX 75201, at 1:00 p.m. (local time), on August 17, 2016.

Tyco:    The Tyco EGM will be held at Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin, Ireland, at 9:00 a.m. (local time), on August 17, 2016.

Q:

WHAT CONSTITUTES A QUORUM?

A:

Johnson Controls:    The presence of the holders of stock representing a majority of the voting power of all shares of Johnson Controls stock issued and outstanding and entitled to vote at the

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Johnson Controls special meeting, in person or represented by proxy, is necessary to constitute a quorum. Abstentions will be counted as present and entitled to vote for purposes of determining a quorum. Because, as described below, it is expected that all proposals to be voted on at the Johnson Controls special meeting will be "non-routine" matters, broker non-votes (which are shares of Johnson Controls common stock held by banks, brokers or other nominees with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), if any, will not be counted as present and entitled to vote for purposes of determining a quorum.

Tyco:    The presence of the holders of shares (present in person or by proxy and whether or not such holder actually exercises his voting rights in whole, in part or at all) entitling them to exercise more than 50% of the total issued voting rights of Tyco's shares is necessary to constitute a quorum. Abstentions and broker non-votes (ordinary shares of Tyco held by banks, brokers or other nominees of record that are present in person or represented by proxy at the Tyco EGM but with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker or other shareholder of record does not have discretionary voting power on such proposal) will be counted as present for purposes of determining a quorum but will not be counted as votes cast for or against any of the Tyco proposals.

Q:

IF MY SHARES ARE HELD IN "STREET NAME" BY A BANK, BROKER OR OTHER NOMINEE, WILL MY BANK, BROKER OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:

If your shares are held in "street name" in a stock brokerage account or by a bank or other nominee, you must provide your bank, broker, or other nominee with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in "street name" by returning a proxy card directly to Johnson Controls or Tyco or by voting in person at your respective company's special meeting or extraordinary general meeting unless you provide a "legal proxy," which you must obtain from your bank, broker or other nominee.

Under the rules of the New York Stock Exchange (the "NYSE"), brokers who hold shares in "street name" for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from beneficial owners. Brokers are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be "non-routine" without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Johnson Controls special meeting and the Tyco EGM will be "non-routine" matters.

If you are a Johnson Controls shareholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

•

your bank, broker or other nominee may not vote your shares on the Johnson Controls merger proposal, which will have the same effect as a vote "AGAINST" this proposal;



•

your bank, broker or other nominee may not vote your shares on the Johnson Controls adjournment proposal or the Johnson Controls advisory compensation proposal, which will have no effect on the vote counts for those proposals; and



•

your shares will not be counted towards determining whether a quorum is present.

If you are a Tyco shareholder and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may not vote your shares on any of the Tyco proposals, which will have no effect on the vote count for the Tyco proposals. However where your bank, broker or other nominee is present in person or represented by proxy at the Tyco EGM, your shares will be counted towards determining whether a quorum is present.

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Q:

HOW DO I VOTE SHARES OF JOHNSON CONTROLS COMMON STOCK HELD OR ACQUIRED THROUGH AN EMPLOYEE PROGRAM?

A:

If you hold shares of Johnson Controls common stock through an employee program, the shares covered by your proxy request represent the shares of Johnson Controls common stock that you own that are registered with Johnson Controls and Johnson Controls' transfer agent, Wells Fargo Bank, N.A., including those shares you own through Johnson Controls Automatic Dividend Reinvestment and Common Stock Purchase Plan. Additionally, shares that Johnson Controls employees and retirees own that are credited to Johnson Controls' employee retirement and savings and investment plans (401(k) plans) are also covered by the proxy request of such employees and retirees. The trustee of these plans will vote these shares as directed.

For further information on how to vote such shares, see the Q&A above entitled "How do I vote?"

If your shares are held through a bank, broker or other nominee, that institution will send you separate instructions describing the procedure for voting your shares.

Q:

WHAT IF I DO NOT VOTE?

A:

If you are a Johnson Controls shareholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote on the merger proposal or you respond with an "abstain" vote on the merger proposal, this will have the same effect as a vote cast "AGAINST" the merger proposal.

If you are a Johnson Controls shareholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote, or if you respond with an "abstain vote," on the Johnson Controls adjournment proposal or the Johnson Controls advisory compensation proposal, this will have no effect on the vote count for such proposal. If you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote with respect to any of the Johnson Controls proposals, your shares will not count towards determining whether a quorum is present. However, if you respond with an "abstain" vote on any of the Johnson Controls proposals, or vote on one or more of the Johnson Controls proposals, your shares will count towards determining whether a quorum is present.

If you are a Tyco shareholder and you fail to vote, fail to submit a proxy or fail to properly instruct your bank, broker or other nominee how to vote, or if you respond with an "abstain" vote on any of the Tyco proposals, this will have no effect on the vote count for such proposal. If you fail to properly instruct your bank, broker or other nominee how to vote but your bank, broker or other nominee is present in person or represented by proxy, or if you respond with an "abstain" vote on any of the Tyco proposals, your shares will count towards determining whether a quorum is present.

An abstention occurs when a shareholder attends the applicable meeting in person and does not vote or returns a proxy or voting instruction card with an "abstain" vote.

Please note that if you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal (and you do not change your vote after delivering your proxy or voting instruction card), the shares of Johnson Controls common stock represented by your proxy will be voted "FOR" each Johnson Controls proposal in accordance with the recommendation of the Johnson Controls board of directors or the Tyco ordinary shares represented by your proxy will be voted "FOR" each Tyco proposal in accordance with the recommendation of the Tyco board of directors. See the Q&A below entitled "May I change my vote after I have delivered my proxy or voting instruction card?" for further information on how to change your vote.

Your vote is very important. Whether or not you plan to attend the Johnson Controls special meeting or the Tyco EGM, as applicable, please promptly complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet.

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Q:

MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:

Johnson Controls:    As a Johnson Controls shareholder, you may change your vote or revoke a proxy at any time before your proxy is voted at the Johnson Controls special meeting. If you are a Johnson Controls shareholder of record, you can do this by:

•

sending a written notice of revocation that is received by Johnson Controls prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Johnson Controls special meeting, stating that you would like to revoke your proxy, to:

Shareholder Services
Johnson Controls, Inc.
5757 North Green Bay Avenue
Milwaukee, Wisconsin 53209

•

submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by Johnson Controls prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Johnson Controls special meeting; or



•

attending the Johnson Controls special meeting and voting in person.

Attending the Johnson Controls special meeting will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail. If you wish to change your vote at the Johnson Controls special meeting, you must vote by ballot at such meeting to change your vote.

If you are a Johnson Controls shareholder whose shares are held in "street name" by a bank, broker or other nominee, you may revoke your proxy and vote your shares in person at the Johnson Controls special meeting only in accordance with applicable rules and procedures as employed by such bank, broker or other nominee. If your shares are held in an account at a bank, broker or other nominee, you should contact your bank, broker or other nominee to change your vote.

If you hold shares indirectly in the Johnson Controls benefits plans, you should contact the trustee of your plan, as applicable, to change your vote of the shares allocated to your benefit plan.

Tyco:    As a Tyco shareholder, you may revoke a proxy at any time before your proxy is voted at the Tyco EGM and you may change your vote within the timelines set forth below. If you are a Tyco shareholder of record, you can do this by:

•

timely delivering written notice that you have revoked your proxy to the company secretary of Tyco at the following address:

Tyco International plc
1 Albert Quay
Cork, Ireland
Attention: Company Secretary

•

submitting a proxy by telephone again or giving voting instructions over the Internet again no later than 11:59 p.m. (U.S. Eastern Time) on August 14, 2016;



•

signing and returning by mail a proxy card with a later date so that it is received no later than 11:59 p.m. (U.S. Eastern Time) on August 14, 2016; or



•

attending the Tyco EGM and voting by ballot in person.

Attending the Tyco EGM will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail. If you wish to change your vote at the Tyco EGM, you must vote by ballot at such meeting to change your vote.

If you are a Tyco shareholder whose shares are held in "street name" by a bank, broker or other nominee, you may revoke your proxy and vote your shares in person at the Tyco EGM only in accordance with applicable rules and procedures as employed by such bank, broker or other

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nominee. If your shares are held in an account at a bank, broker or other nominee, you should contact your bank, broker or other nominee to change your voting instructions.

Q:

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:

Johnson Controls shareholders and Tyco shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold Johnson Controls common stock or Tyco ordinary shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Johnson Controls common stock or Tyco ordinary shares and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Johnson Controls common stock and Tyco ordinary shares, you will receive one or more separate proxy cards or voting instruction cards for each company. Therefore, if you are a record holder, please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Johnson Controls common stock and/or every Tyco ordinary share that you own.

Q:

WHAT IF I HOLD SHARES IN BOTH JOHNSON CONTROLS AND TYCO?

A:

If you are both a shareholder of Johnson Controls and a shareholder of Tyco, you will receive two separate packages of proxy materials. A vote cast as a Johnson Controls shareholder will not count as a vote cast as a Tyco shareholder, and a vote cast as a Tyco shareholder will not count as a vote cast as a Johnson Controls shareholder. Therefore, please separately submit a proxy for each of your shares of Johnson Controls common stock and your Tyco ordinary shares.

Q:

WHERE CAN I FIND THE VOTING RESULTS OF THE JOHNSON CONTROLS SPECIAL MEETING AND THE TYCO EGM?

A:

Preliminary voting results will be announced at the Johnson Controls special meeting and the Tyco EGM and will be set forth in press releases that Johnson Controls and Tyco intend to issue after the Johnson Controls special meeting and the Tyco EGM, respectively. Final voting results for the Johnson Controls special meeting and the Tyco EGM are expected to be published in Current Reports on Form 8-K to be filed by Johnson Controls and Tyco with the SEC within four business days after the Johnson Controls special meeting and the Tyco EGM, as applicable.

Q:

ARE JOHNSON CONTROLS SHAREHOLDERS ENTITLED TO DISSENTERS' RIGHTS?

A:

No. Under Wisconsin law, Johnson Controls shareholders will not be entitled to exercise any dissenters' rights in connection with the merger or the other transactions contemplated by the merger agreement.

Q:

ARE TYCO SHAREHOLDERS ENTITLED TO APPRAISAL RIGHTS?

A:

No. Tyco shareholders are not entitled to appraisal rights under Irish law in connection with the merger, the Tyco share consolidation or the other transactions contemplated by the merger agreement.

Q:

WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION TO JOHNSON CONTROLS SHAREHOLDERS?

A:

The receipt of ordinary shares of the combined company and/or cash in exchange for Johnson Controls common stock pursuant to the merger will be treated as a taxable transaction for U.S. federal income tax purposes. A U.S. holder (as defined under "Certain Tax Consequences of the

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Merger—U.S. Federal Income Tax Considerations") of Johnson Controls common stock will generally recognize taxable gain or loss equal to the difference between (i) the sum of the fair market value of the ordinary shares of the combined company and the amount of cash (including any cash received in lieu of fractional ordinary shares of the combined company) received in the merger and (ii) the U.S. holder's adjusted tax basis in the shares of Johnson Controls common stock surrendered in exchange therefor.

In certain circumstances, to the extent that any portion of the merger consideration is deemed to be provided by Johnson Controls or if Section 304 of the Internal Revenue Code of 1986, as amended (the "Code") applies, a holder of Johnson Controls common stock that also owns, directly or constructively, Tyco ordinary shares immediately prior to the merger could be treated as receiving a dividend in an amount up to the fair market value of the total consideration received by such holder in the merger, regardless of such holder's gain or loss on its Johnson Controls common stock. Non-U.S. holders (as defined under "Certain Tax Consequences of the Merger—U.S. Federal Income Tax Considerations") of Johnson Controls common stock may be subject to U.S. withholding tax with respect to any consideration received in the merger.

Holders of Johnson Controls common stock should read the section entitled "Certain Tax Consequences of the Merger—U.S. Federal Income Tax Considerations" for a more complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated, and the tax consequences of the merger to a particular holder of Johnson Controls common stock will depend on such holder's particular facts and circumstances. Holders of Johnson Controls common stock should consult their own tax advisors to determine the specific tax consequences to them of the merger.

Q:

WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION TO TYCO SHAREHOLDERS?

A:

Except to the extent of cash received in lieu of fractional shares, Tyco shareholders generally will not recognize gain or loss as a result of the Tyco share consolidation. In addition, Tyco shareholders will not recognize gain or loss as a result of the merger.

For a more detailed discussion of the material U.S. federal income tax consequences of the Tyco share consolidation and the merger, see "Certain Tax Consequences of the Merger—U.S. Federal Income Tax Considerations."

Q:

WHAT HAPPENS IF THE MERGER IS NOT CONSUMMATED?

A:

If the merger is not consummated, Johnson Controls shareholders will not receive the merger consideration for their shares of Johnson Controls common stock, and Tyco ordinary shares will not be subject to the Tyco share consolidation. Instead, Johnson Controls and Tyco will remain independent public companies and their shares of common stock or ordinary shares, respectively, will continue to be listed and traded on the NYSE. Under specified circumstances, Johnson Controls or Tyco (or its indirect wholly owned subsidiary) may be required to pay to, or be entitled to receive from, the other party a fee or reimbursement of expenses with respect to the termination of the merger agreement, as described under "The Merger Agreement—Termination of the Merger Agreement; Termination Fees; Expense Reimbursement."

Q:

WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

A:

If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for the company in which you hold shares.

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Johnson Controls shareholders should contact D.F. King & Co., Inc., the proxy solicitation agent for Johnson Controls, at 48 Wall Street, 22nd Floor, New York, New York 10005. Johnson Controls shareholders may call D.F. King & Co., Inc. collect at (212) 269-5550 or toll-free at (800) 814-9324.

Tyco shareholders should contact MacKenzie Partners, Inc. ("MacKenzie"), the proxy solicitation agent for Tyco, at 105 Madison Avenue, New York, NY 10016. Tyco shareholders may call MacKenzie collect at (212) 929-5500 or toll-free at (800) 322-2885.

Q:

WHERE CAN I FIND MORE INFORMATION ABOUT JOHNSON CONTROLS AND TYCO?

A:

You can find more information about Johnson Controls and Tyco from the various sources described under "Where You Can Find More Information."

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RISK FACTORS

        In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under "Cautionary Statement Regarding Forward-Looking Statements" of this joint proxy statement/prospectus, Johnson Controls shareholders should carefully consider the following risks in deciding whether to vote for the approval of the Johnson Controls proposals, and Tyco shareholders should carefully consider the following risks in deciding whether to vote for the approval of the Tyco proposals. Descriptions of some of these risks can be found in the Annual Reports of Johnson Controls and Tyco on Form 10-K for the fiscal year ended September 30, 2015 and September 25, 2015, respectively, and any amendments thereto, as such risks may be updated or supplemented in each company's subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. You should read carefully this entire joint proxy statement/prospectus and its Annexes and the other documents incorporated by reference into this joint proxy statement/prospectus. See also "Where You Can Find More Information."

Risks Related to the Merger

Because the market price of Tyco ordinary shares and shares of Johnson Controls common stock will fluctuate, Johnson Controls shareholders cannot be sure of the value of the consideration they will receive in the merger and Tyco shareholders cannot be sure of the value of their consolidated shares following the Tyco share consolidation.

        As a result of the merger, each share of Johnson Controls common stock (other than certain shares described in the merger agreement) will be converted into the right to receive, at the election of the holder of such share and subject to proration procedures set forth in the merger agreement, either (i) one ordinary share of the combined company or (ii) $34.88 in cash, without interest. Additionally, immediately prior to the merger, Tyco shareholders will receive 0.955 ordinary shares of Tyco, which will become ordinary shares of the combined company in the merger, for each Tyco ordinary share they hold. As of July 5, 2016, and assuming that each ordinary share of the combined company will have a value equal to the closing price of a share of Johnson Controls common stock on the New York Stock Exchange on such date, the implied value of the 0.955 shares of the combined company to Tyco shareholders was approximately $40.86.

        The exact value of the per share merger consideration to be received by the Johnson Controls shareholders will depend in part on the price per share of Tyco ordinary shares at the closing of the merger, and the value of the 0.955 of a share of the combined company to be received by the Tyco shareholders will depend in part on the price per share of Johnson Controls common stock at the closing of the merger. These prices will not be known at the time of the Johnson Controls special meeting or the Tyco EGM and may be greater than, the same as or less than the current prices at the time of the Johnson Controls special meeting or the Tyco EGM. The market prices of Johnson Controls common stock and Tyco ordinary shares are subject to general price fluctuations in the market for publicly traded equity securities and have experienced volatility in the past. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the respective businesses, operations and prospects of Johnson Controls and Tyco, and an evolving regulatory landscape. Market assessments of the benefits of the merger and the likelihood that the merger will be consummated, as well as general and industry specific market and economic conditions, may also impact market prices of Johnson Controls common stock and Tyco ordinary shares. Many of these factors are beyond Johnson Controls' and Tyco's control. You should obtain current market price quotations for Johnson Controls common stock and for Tyco ordinary shares; but as indicated above, the prices at the effective time of the merger may be greater than, the same as or less than such price quotations.

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Because the exchange ratio and the share consolidation ratio are fixed, the number of ordinary shares of the combined company to be received by holders of Johnson Controls common stock in the merger, and the number of combined company ordinary shares to be received by holders of Tyco ordinary shares in the Tyco share consolidation, will not change between now and the time the merger is consummated to reflect changes in the trading prices of Johnson Controls common stock or Tyco ordinary shares, share repurchases or other factors.

        The exact value of the merger consideration to be received by the Johnson Controls shareholders and the exact value of the combined company shares to be received by the Tyco shareholders will depend in part on the prices per share of Johnson Controls common stock and/or Tyco ordinary shares at the closing of the merger. The merger agreement does not provide for any adjustment to the exchange ratio or the share consolidation ratio as a result of changes in the trading prices of Johnson Controls common stock or Tyco ordinary shares or for any other reason.

        In addition, prior to the closing of the merger, Johnson Controls expects to repurchase approximately $500 million in shares of its common stock prior to the effective time of the merger pursuant to its previously announced share repurchase program. As of June 28, 2016, Johnson Controls has repurchased approximately 11,721,398 shares of its common stock. However, the exchange ratio and the share consolidation ratio are fixed and will not be adjusted prior to consummation of the merger to account for these share repurchases or other changes in the number of outstanding shares of Johnson Controls common stock or Tyco ordinary shares. As a result, changes in the number of outstanding shares of Johnson Controls common stock will reduce the proportion of the outstanding combined company ordinary shares held by either the former Johnson Controls shareholders (in the event of a decrease in the number of outstanding shares of Johnson Controls common stock) or the former Tyco shareholders (in the event of an increase in the number of outstanding shares of Johnson Controls common stock) immediately after the consummation of the merger and may affect the value of the combined company ordinary shares that Johnson Controls shareholders and Tyco shareholders will receive as a result of the share consolidation and the merger.

Johnson Controls shareholders may receive a form of consideration different from what they elect.

        Johnson Controls shareholders will be entitled to elect to receive, for each share of Johnson Controls common stock held at the effective time of the merger, the share consideration or the cash consideration. Elections by Johnson Controls shareholders for the share consideration and cash consideration will be subject to proration procedures set forth in the merger agreement, such that Johnson Controls shareholders will receive in the aggregate approximately $3.864 billion in cash. Depending on the elections made by other Johnson Controls shareholders, each Johnson Controls shareholder who elects to receive share consideration for all of their shares of Johnson Controls common stock in the merger may receive a portion of their merger consideration in cash, and each Johnson Controls shareholder who elects to receive cash consideration for all of their shares of Johnson Controls common stock in the merger may receive a portion of their merger consideration in share consideration. A Johnson Controls shareholder who elects to receive a combination of cash consideration and share consideration for their shares of Johnson Controls common stock in the merger may receive cash consideration and share consideration in a proportion different from that which such shareholder elected. This could result in, among other things, tax consequences that differ from those that would have resulted if such Johnson Controls shareholder had received the form of consideration that the shareholder elected. For further information, including hypothetical scenarios demonstrating the possible effects of proration on a holder of 1,000 shares of Johnson Controls common stock, see "The Merger Agreement—Consideration to be Received by Johnson Controls Shareholders."

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The market price for the combined company ordinary shares following the closing of the merger may be affected by factors different from those that historically have affected or currently affect Johnson Controls common stock and Tyco ordinary shares.

        Upon consummation of the merger, holders of shares of Johnson Controls common stock (other than Johnson Controls, Tyco or Merger Sub, subsidiaries of Johnson Controls and holders of shares that are converted into the right to receive the cash consideration) and holders of Tyco ordinary shares will both hold combined company ordinary shares. Tyco's businesses differ from those of Johnson Controls, and vice versa, and accordingly the results of operations of the combined company will be affected by some factors that are different from those currently affecting the results of operations of Johnson Controls and those currently affecting the results of operations of Tyco. The results of operations of the combined company may also be affected by factors different from those currently affecting Johnson Controls and Tyco. For a discussion of the businesses of Johnson Controls and Tyco and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under "Where You Can Find More Information."

Changes to laws and regulations may jeopardize or delay the merger.

        Each of the Johnson Controls board of directors and the Tyco board of directors may, subject to certain limitations, make a change of recommendation in response to an effect that occurs after the date of the merger agreement, including any change in or issuance of, or proposed change in or issuance of, applicable law (whether or not yet approved or effective), if such board of directors has concluded in good faith (after consultation with its financial advisors and outside legal counsel) that the effect would reasonably be expected to materially adversely affect the expected benefits of the merger to the company's shareholders from a financial point of view and that failure to change such recommendation would be inconsistent with the directors' fiduciary duties. In the event of such a change of recommendation, the other party may terminate the merger agreement. In addition, either party may terminate the merger agreement in response to any such effect that is a change in or issuance of, or proposed change in or issuance of, applicable law, subject to certain limitations. Accordingly, any changes in applicable laws or regulations could jeopardize or delay the merger and/or have a material adverse effect on Johnson Controls' and/or Tyco's business, financial condition, results of operations, cash flows and/or share price.

Johnson Controls and Tyco must obtain required shareholder approvals and governmental and regulatory consents to consummate the merger, which, if delayed or not granted or granted with unacceptable conditions, may prevent, delay or impair the consummation of the merger, result in additional expenditures of money and resources and/or reduce the anticipated benefits of the merger.

        The closing conditions to the merger include, among others, the receipt of required approvals by the Johnson Controls shareholders and the Tyco shareholders, clearance of the merger by certain governmental and regulatory authorities, including filings or approvals as may be required pursuant to the antitrust and competition laws of certain countries, the approval of CFIUS and entry by Johnson Controls, or receipt of verbal or written confirmation of an agreement to enter, into a commitment letter with the DSS to mitigate any foreign ownership, control or influence arising out of the merger. The governmental agencies with which the parties will make these filings and seek certain of these approvals and consents have broad discretion in administering the governing laws and regulations. Johnson Controls and Tyco can provide no assurance that all required approvals and consents will be obtained. Moreover, as a condition to their approval of the transaction, certain governmental agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the business of the combined company after the closing of the merger. Any one of these requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the effective time

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of the merger or reduce the anticipated benefits of the transaction. Further, no assurance can be given that the required shareholder approvals will be obtained or that the required closing conditions will be satisfied, and, if all required consents and approvals are obtained and the closing conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals or clearances. If Johnson Controls and Tyco agree to any requirements, limitations, costs, divestitures or restrictions in order to obtain any approvals or clearances required to consummate the transaction, these requirements, limitations, costs, divestitures or restrictions could adversely affect the integration of the two companies' operations and/or reduce the anticipated benefits of the merger. This could result in a failure to consummate the merger or have a material adverse effect on the business and results of operations of the combined company. For additional information, see "The Merger—Regulatory Approvals Required for the Merger."

The merger agreement may be terminated in accordance with its terms and the merger may not be consummated.

        The merger agreement contains a number of conditions that must be fulfilled to consummate the merger. Those conditions include: the approval of the Johnson Controls merger proposal by holders of two-thirds of the outstanding shares of Johnson Controls common stock; the approval of the Tyco share issuance proposal, the Tyco share consolidation proposal and the Tyco authorized share capital increase proposal, in each case, by a majority of the votes cast on these matters at the Tyco EGM; the approval of the Tyco governing documents proposals and the Tyco name change proposal by at least 75% of the votes cast on these matters at the Tyco EGM; the completion of the Tyco share consolidation; receipt of the requisite regulatory, antitrust and foreign investment approvals; absence of orders prohibiting the closing of the merger; the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part; the approval of an Irish prospectus; the approval of the combined company ordinary shares to be issued to Johnson Controls shareholders for listing on the NYSE; the availability of the debt financing contemplated by the merger agreement; the continued accuracy of the representations and warranties of both parties subject to specified materiality standards; and the performance by both parties of their covenants and agreements. These conditions to the closing of the merger may not be fulfilled and, accordingly, the merger may not be consummated. In addition, if the merger is not consummated by October 24, 2016 (subject to extension to January 24, 2017 if the only conditions not satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, which conditions are capable of being satisfied) are conditions relating to required regulatory filings and clearances and the absence of certain legal impediments to the consummation of the merger) either Johnson Controls or Tyco may choose not to proceed with the merger. In addition, Johnson Controls or Tyco may elect to terminate the merger agreement in certain other circumstances, including by Johnson Controls if, prior to receipt of approval of the Tyco required proposals, the Tyco board of directors makes a change of recommendation, by Tyco if, prior to receipt of approval of the Johnson Controls merger proposal, the Johnson Controls board of directors makes a change of recommendation, or by either party in certain circumstances in response to a change in or issuance of, or proposed change in or issuance of, applicable law. The parties can also mutually decide to terminate the merger agreement at any time prior to the consummation of the merger, whether before or after Johnson Controls shareholder approval or Tyco shareholder approval. See "The Merger Agreement—Termination of the Merger Agreement; Termination Fees; Expense Reimbursement."

The merger agreement contains provisions that restrict the ability of the Tyco board of directors to pursue alternatives to the merger and to change its recommendation that Tyco shareholders vote for the approval of the Tyco proposals. In specified circumstances, Tyco could be required to pay Johnson Controls, through an indirect wholly owned subsidiary, a termination fee of up to $500 million.

        Under the merger agreement, Tyco is generally prohibited from soliciting, initiating or knowingly encouraging, or negotiating or furnishing information with regard to, any inquiry, proposal or offer for

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a competing proposal with any person. In addition, Tyco may not terminate the merger agreement to enter into any agreement with respect to a superior proposal. If the Tyco board of directors (after consultation with Tyco's financial advisors and legal counsel) effects a change of recommendation in response to a superior proposal and the Johnson Controls board of directors confirms (after consultation with Johnson Controls' financial advisors and legal counsel) that it does not intend to change its recommendation, Johnson Controls may be entitled to terminate the merger agreement and Tyco, through an indirect wholly owned subsidiary, may be required to pay Johnson Controls a termination fee of $375 million. If Tyco receives a competing proposal, Tyco shareholders subsequently vote down the transaction and Tyco consummates a competing proposal or enters into a definitive agreement providing for a competing proposal within 12 months, Tyco, through an indirect wholly owned subsidiary, may be required to pay Johnson Controls a termination fee of $375 million. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Tyco from considering or proposing an acquisition, even if such third party were prepared to enter into a transaction that would be more favorable to Tyco and its shareholders than the merger. If the Tyco board of directors effects a change of recommendation other than in response to a superior proposal and the Johnson Controls board of directors confirms that it does not intend to change its recommendation, Tyco, through an indirect wholly owned subsidiary, may be required to pay a termination fee of either $375 million or (if the change is in response to a change in or issuance of, or proposed change in or issuance of, applicable law) $500 million if the merger agreement is terminated by Johnson Controls or Tyco. In addition, if Tyco terminates the agreement in response to a change in or issuance of, or proposed change in or issuance of, applicable law and the Johnson Controls board confirms that the merger continues to be in the best interests of Johnson Controls and the Johnson Controls shareholders, Tyco, through an indirect wholly owned subsidiary, may be required to pay a termination fee of $500 million. Tyco, through an indirect wholly owned subsidiary, may also be required to reimburse Johnson Controls for up to $35 million of Johnson Controls' expenses upon termination of the merger agreement by Johnson Controls or Tyco due to the failure of the Tyco shareholders to approve the Tyco required proposals at the Tyco EGM. See "The Merger Agreement—Termination of the Merger Agreement; Termination Fees; Expense Reimbursement."

The merger agreement contains provisions that restrict the ability of the Johnson Controls board of directors to pursue alternatives to the merger and to change its recommendation that Johnson Controls shareholders vote for the approval of the Johnson Controls proposals. In specified circumstances, Johnson Controls could be required to pay an indirect wholly owned subsidiary of Tyco a termination fee of up to $500 million.

        Under the merger agreement, Johnson Controls is generally prohibited from soliciting, initiating or knowingly encouraging, negotiating or furnishing information with regard to, any inquiry, proposal or offer for a competing proposal with any person. In addition, Johnson Controls may not terminate the merger agreement to enter into any agreement with respect to a superior proposal. If the Johnson Controls board of directors (after consultation with Johnson Controls' financial advisors and legal counsel) effects a change of recommendation in response to a superior proposal and the Tyco board of directors confirms (after consultation with Tyco's financial advisors and legal counsel) that it does not intend to change its recommendation, Tyco may be entitled to terminate the merger agreement and Johnson Controls may be required to pay an indirect wholly owned subsidiary of Tyco a termination fee of $375 million. If Johnson Controls receives a competing proposal, Johnson Controls shareholders subsequently vote down the transaction and Johnson Controls consummates a competing proposal or enters into a definitive agreement providing for a competing proposal within 12 months, Johnson Controls may be required to pay an indirect wholly owned subsidiary of Tyco a termination fee of $375 million. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Johnson Controls from considering or proposing an acquisition, even if such third party were prepared to enter into a transaction that would be more favorable to Johnson Controls and its shareholders than the merger. If the Johnson Controls board of directors effects a change of

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recommendation other than in response to a superior proposal and the Tyco board of directors confirms that it does not intend to change its recommendation, Johnson Controls may be required to pay an indirect wholly owned subsidiary of Tyco a termination fee of either $375 million or (if the change is in response to a change in or issuance of, or proposed change in or issuance of, applicable law) $500 million if the merger agreement is terminated by Johnson Controls or Tyco. In addition, if Johnson Controls terminates the agreement in response to a change in or issuance of, or proposed change in or issuance of, applicable law and the Tyco board confirms that the merger continues to be in the best interests of Tyco and the Tyco shareholders, Johnson Controls may be required to pay an indirect wholly owned subsidiary of Tyco a termination fee of $500 million. Additionally, Johnson Controls may be required to reimburse up to $35 million of Tyco's expenses plus up to an additional $65 million of Tyco's financing costs upon termination of the merger agreement by Tyco or Johnson Controls due to the failure of the Johnson Controls shareholders to approve the Johnson Controls merger proposal at the Johnson Controls special meeting. See "The Merger Agreement—Termination of the Merger Agreement; Termination Fees; Expense Reimbursement."

While the merger is pending, Johnson Controls and Tyco will be subject to business uncertainties that could adversely affect their businesses and operations. These uncertainties could also adversely affect the combined company following the consummation of the merger.

        Uncertainty about the effect of the merger on employees, customers and suppliers may have an adverse effect on Johnson Controls and Tyco. These uncertainties may impair Johnson Controls' and Tyco's ability to attract, retain and motivate key personnel until the merger is consummated and for a period of time thereafter, and could cause customers, suppliers and others who deal with Johnson Controls and Tyco to seek to change existing business relationships with Johnson Controls and/or Tyco. Employee retention may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the businesses, the business of the combined company following the merger could be seriously harmed.

        In addition, the merger agreement restricts Tyco and Johnson Controls from taking specified actions until the merger occurs without the consent of the other party. These restrictions may prevent Tyco or Johnson Controls from pursuing attractive business opportunities that may arise prior to the consummation of the merger. For a description of the restrictive covenants applicable to Tyco and Johnson Controls, see "The Merger Agreement—Covenants and Agreements."

Johnson Controls and Tyco directors and officers may have interests in the merger different from the interests of Johnson Controls shareholders and Tyco shareholders.

        Certain of the directors and executive officers of Johnson Controls and Tyco negotiated the terms of the merger agreement, and the Johnson Controls board of directors and the Tyco board of directors, respectively, recommended that the shareholders of Johnson Controls and the shareholders of Tyco vote in favor of the merger-related proposals. Johnson Controls and Tyco directors and executive officers may have interests in the merger that are different from, or in addition to, those of Johnson Controls shareholders and Tyco shareholders, respectively. These interests include, but are not limited to, the continued service of certain directors of Johnson Controls and Tyco as directors of the combined company, the continued employment of certain executive officers of Johnson Controls and Tyco by the combined company, the treatment in the merger of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, deferred awards, cash denominated awards, the treatment of certain other executive compensation arrangements, and provisions in the merger agreement regarding continued indemnification of and advancement of expenses to Johnson Controls and Tyco directors and officers. Johnson Controls shareholders and Tyco

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shareholders should be aware of these interests when they consider their respective board of directors' recommendation that they vote in favor of the merger-related proposals.

        The members of the Johnson Controls board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that Johnson Controls shareholders approve the merger agreement. The interests of Johnson Controls directors and executive officers are described under "The Merger—Interests of Johnson Controls' Directors and Executive Officers in the Merger."

        The members of the Tyco board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that Tyco shareholders approve the Tyco proposals. The interests of Tyco directors and executive officers are described in more detail under "The Merger—Interests of Tyco's Directors and Executive Officers in the Merger."

Tyco shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

        Tyco shareholders currently have the right to vote in the election of the Tyco board of directors and on other matters affecting Tyco. Upon the consummation of the merger, each Tyco shareholder will become a shareholder of the combined company with a percentage ownership of the combined company that is smaller than the shareholder's prior percentage ownership of Tyco. It is currently expected that the former shareholders of Tyco as a group immediately after the merger will own approximately 44% of the outstanding combined company ordinary shares. Because of this, Tyco shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Tyco.

Johnson Controls shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

        Johnson Controls shareholders currently have the right to vote in the election of the Johnson Controls board of directors and on other matters affecting Johnson Controls. Upon the consummation of the merger, each Johnson Controls shareholder will become a shareholder of the combined company with a percentage ownership of the combined company that is smaller than the shareholder's prior percentage ownership of Johnson Controls. After consummation of the merger, Johnson Controls shareholders are expected to own approximately 56% of the issued and outstanding ordinary shares of the combined company. Because of this, Johnson Controls shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Johnson Controls. In addition, former Johnson Controls shareholders will own only approximately 56% of the shares of Adient following the spin-off of Adient.

Johnson Controls shareholders will receive ordinary shares of the combined company as a result of the merger, which have rights different from shares of Johnson Controls common stock.

        Upon consummation of the merger, the rights of former Johnson Controls shareholders who receive Tyco ordinary shares, which will become the ordinary shares of the combined company, will be governed by the Tyco memorandum and articles of association, which, subject to the amendments contemplated by the merger agreement, will become the memorandum and articles of association of the combined company, and by Irish law. The rights associated with shares of Johnson Controls common stock are different from the rights associated with Tyco ordinary shares. Material differences between the rights of shareholders of Johnson Controls and the rights of shareholders of Tyco include differences with respect to, among other things, distributions, dividends, share repurchases and redemptions, the election of directors, the removal of directors, the fiduciary and statutory duties of

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directors, conflicts of interests of directors, the indemnification of directors and officers, limitations on director liability, the convening of annual meetings of shareholders and special shareholder meetings, notice provisions for meetings, the quorum for shareholder meetings, the adjournment of shareholder meetings, the exercise of voting rights, shareholder action by written consent, shareholder suits, shareholder approval of certain transactions, rights of dissenting shareholders, anti-takeover measures and provisions relating to the ability to amend the governing documents. For a discussion of the different rights associated with Tyco ordinary shares and Johnson Controls common stock, see "Comparison of the Rights of Holders of Johnson Controls Common Stock and Tyco Ordinary Shares."

Following the merger, the composition of the combined company board of directors will be different than the composition of the current Johnson Controls board of directors or the current Tyco board of directors.

        Upon consummation of the merger, the composition of the board of directors of the combined company will be different than the current Johnson Controls board of directors and the current Tyco board of directors. The Johnson Controls board of directors and the Tyco board of directors each currently consists of 11 directors. Upon the consummation of the merger, the board of directors of the combined company will consist of 11 members, six of whom will be directors serving on the Johnson Controls board of directors prior to the closing, including Johnson Controls' current Chairman, President and Chief Executive Officer, and five other directors mutually agreed between Johnson Controls and Tyco, and five of whom will be directors serving on the Tyco board of directors prior to the closing, including Tyco's current Chief Executive Officer and four other directors mutually agreed between Johnson Controls and Tyco. See "The Merger—Board of Directors of the Combined Company after the Merger." This new composition of the board of directors of the combined company may affect the future decisions of the combined company.

The opinions of Johnson Controls' and Tyco's financial advisors do not reflect changes in circumstances that may have occurred or that may occur between the original signing of the merger agreement and the consummation of the merger.

        Neither the Johnson Controls board of directors nor the Tyco board of directors has obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus, nor does either expect to receive updated, revised or reaffirmed opinions prior to the consummation of the merger. Changes in the operations and prospects of Johnson Controls or Tyco, general market and economic conditions and other factors that may be beyond the control of Johnson Controls or Tyco, and on which Johnson Controls' and Tyco's financial advisors' opinions were based, may significantly alter the value of Johnson Controls or Tyco or the prices of shares of Johnson Controls common stock or Tyco ordinary shares by the time the merger is consummated. The opinions do not speak as of the time the merger will be consummated or as of any date other than the date of such opinions. Because Johnson Controls' and Tyco's financial advisors will not be updating their opinions, the opinions will not address the fairness of the merger consideration from a financial point of view at the time the merger is consummated—although the Johnson Controls board of directors' recommendation that Johnson Controls shareholders vote "FOR" the Johnson Controls proposals and the Tyco board of directors' recommendation that Tyco shareholders vote "FOR" the Tyco proposals are made as of the date of this joint proxy statement/prospectus. For a description of the opinions that the Johnson Controls board of directors and the Tyco board of directors received from their respective financial advisors, see "The Merger—Opinions of Johnson Controls' Financial Advisors" and "The Merger—Opinion of Tyco's Financial Advisor."

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Legal proceedings in connection with the merger, the outcomes of which are uncertain, could delay or prevent the completion of the merger.

        In connection with the merger, two putative class action lawsuits have been filed, one by a purported Tyco shareholder alleging claims against Tyco, the individual members of its board of directors, Johnson Controls and Merger Sub, and another by a purported Johnson Controls shareholder alleging claims against Johnson Controls, the individual members of its board of directors, Tyco and Merger Sub. Each complaint seeks, among other things, to enjoin the merger. The outcome of such litigation is uncertain. If these cases are not resolved, these lawsuits could prevent or delay the completion of the merger and result in additional costs to Johnson Controls and Tyco, including any costs associated with the indemnification of directors. Additional plaintiffs may file additional lawsuits against Johnson Controls, Tyco and/or the directors and officers of either company in connection with the merger. Such additional legal proceedings could also prevent or delay the completion of the merger and result in additional costs to Johnson Controls and Tyco.

Failure to consummate the merger could negatively impact Johnson Controls and Tyco and their respective future operations.

        If the merger is not consummated for any reason, Johnson Controls and Tyco may be subjected to a number of material risks. The price of Johnson Controls common stock and of Tyco ordinary shares may decline to the extent that their current market prices reflect a market assumption that the merger will be consummated. In addition, some costs related to the merger must be paid by Johnson Controls and Tyco whether or not the merger is consummated. Furthermore, Johnson Controls and Tyco may experience negative reactions from their respective shareholders, customers and employees.

Irish resident or ordinarily resident holders of Johnson Controls common stock may be subject to Irish tax on chargeable gains on the cancellation of their shares of Johnson Controls common stock.

        Johnson Controls shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes, or Johnson Controls shareholders that hold their shares of Johnson Controls common stock in connection with a trade carried on by such persons through an Irish branch or agency, will, subject to the availability of any exemptions and reliefs, generally be subject to Irish tax on chargeable gains ("Irish CGT") arising on the cancellation of their shares of Johnson Controls common stock pursuant to the merger. Such shareholders should consult their own tax advisors as to the Irish tax consequences of the merger. See "Certain Tax Consequences of the Merger—Irish Tax Considerations—Irish Tax on Chargeable Gains."

Ordinary shares of the combined company received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

        Irish capital acquisitions tax ("CAT") (currently levied at a rate of 33% above certain tax-free thresholds) could apply to a gift or inheritance of ordinary shares of the combined company irrespective of the place of residence, ordinary residence or domicile of the parties. This is because combined company ordinary shares will be regarded as property situated in Ireland for CAT purposes. The person who receives the gift or inheritance has primary liability for CAT. See "Certain Tax Consequences of the Merger—Irish Tax Considerations—Capital Acquisitions Tax (CAT)."

Johnson Controls and Tyco shareholders will not be entitled to dissenters' or appraisal rights in the merger.

        Dissenters' or appraisal rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the

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consideration offered to shareholders in connection with the extraordinary transaction. Generally, under Irish law, shareholders of an Irish company such as Tyco do not have dissenters' or appraisal rights.

        Under the Wisconsin Business Corporation Law ("WBCL"), shareholders do not have dissenters rights if the shares of stock they hold at the record date for determination of shareholders entitled to notice of the shareholders meeting at which shareholders are to vote on the on the proposed corporate action are either (i) listed on a national securities exchange or (ii) quoted on the National Association of Securities Dealers, Inc. automated quotations system. Because Johnson Controls common stock is listed on the NYSE, a national securities exchange, and is expected to continue to be so listed on the Johnson Controls record date, holders of Johnson Controls common stock will not be entitled to dissenters' rights in the merger with respect to their shares of Johnson Controls common stock.

Financial projections regarding Johnson Controls and Tyco may not prove accurate.

        In connection with the merger, Johnson Controls and Tyco prepared and considered internal financial forecasts for Johnson Controls and Tyco. These financial projections include assumptions regarding future operating cash flows, expenditures, and income of Johnson Controls and Tyco. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all, or within projected timeframes. The failure of Johnson Controls or Tyco to achieve projected results could have a material adverse effect on the price of the ordinary shares of the combined company, the combined company's financial position, and the combined company's abilities to pay dividends following the merger.

Risks Related to the Business of the Combined Company

Johnson Controls and Tyco may fail to realize all of the anticipated benefits of the merger or those benefits may take longer to realize than expected. The combined company may also encounter significant difficulties in combining Johnson Controls' and Tyco's businesses.

        The ability of Johnson Controls and Tyco to realize the anticipated benefits of the merger will depend, to a large extent, on the combined company's ability to combine Johnson Controls' and Tyco's businesses in a manner that facilitates growth opportunities and realizes anticipated synergies, and achieves the projected stand-alone cost savings and revenue growth trends identified by each company. It is expected that the combined company will benefit from operational and general and administrative cost synergies resulting from the consolidation of capabilities and branch optimization, as well as greater tax efficiencies from global management and global cash movement, and may also enjoy revenue synergies, including product and service cross-selling, a more diversified and expanded product offering and balance across geographic regions. In order to achieve these expected benefits, the combined company must successfully combine the businesses of Johnson Controls and Tyco in a manner that permits these cost savings and synergies to be realized and must achieve the anticipated savings and synergies without adversely affecting current revenues and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.

        In addition, the combination of two independent businesses is a complex, costly and time-consuming process. As a result, Johnson Controls and Tyco will be required to devote significant management attention and resources to combining their business practices and operations. This process may disrupt the businesses. The failure to meet the challenges involved in combining the two businesses and to realize the anticipated benefits of the transactions could cause an interruption of, or a loss of momentum in, the activities of the combined company and could adversely affect the results of operations of the combined company. The overall combination of Johnson Controls' and Tyco's businesses may also result in material unanticipated problems, expenses, liabilities, competitive

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responses, loss of customer and other business relationships and diversion of management attention. The difficulties of combining the operations of the companies include, among others:

•

the diversion of management attention to integration matters;



•

difficulties in integrating operations and systems;



•

challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;



•

difficulties in the assimilating employees and in attracting and retaining key personnel;



•

challenges in keeping existing customers and obtaining new customers;



•

difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination;



•

difficulties in managing the expanded operations of a significantly larger and more complex company;



•

contingent liabilities (including contingent tax liabilities) that are larger than expected; and



•

potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the merger, including possible adverse tax consequences to the combined company pursuant to changes in applicable tax laws or regulations.

        Many of these factors are outside of the control of Johnson Controls and Tyco and/or will be outside the control of the combined company, and any one of them could result in increased costs, decreased expected revenues and diversion of management time and energy, which could materially impact the business, financial condition and results of operations of the combined company. In addition, even if the operations of the businesses of Johnson Controls and Tyco are combined successfully, the full benefits of the merger may not be realized, including the synergies, cost savings or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame, or at all. Further, additional unanticipated costs may be incurred in combining the businesses of Johnson Controls and Tyco. All of these factors could cause dilution to the earnings per share of the combined company, decrease or delay the expected accretive effect of the merger, and negatively impact the price of the combined company ordinary shares. As a result, it cannot be assured that the combination of Johnson Controls and Tyco will result in the realization of the full benefits anticipated from the transaction within the anticipated time frames or at all.

Johnson Controls and Tyco will incur direct and indirect costs as a result of the merger.

        Johnson Controls and Tyco will incur substantial expenses in connection with and as a result of consummating the merger, and over a period of time following the consummation of the merger, the combined company also expects to incur substantial expenses in connection with combining and coordinating the businesses, operations, policies and procedures of Johnson Controls and Tyco. A portion of the transaction costs related to the merger will be incurred regardless of whether the merger is consummated. While Johnson Controls and Tyco have assumed that a certain level of transaction expenses will be incurred, factors beyond Johnson Controls' and Tyco's control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses may exceed the costs historically borne by Johnson Controls and Tyco. These costs could adversely affect the financial condition and results of operations of Johnson Controls and Tyco prior to the merger and of the combined company following the merger.

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The combined company's actual financial positions and results of operations may differ materially from the unaudited pro forma financial data included in this joint proxy statement/prospectus.

        The pro forma financial information contained in this joint proxy statement/prospectus is presented for illustrative purposes only and may not be an indication of what the combined company's financial position or results of operations would have been had the merger been consummated on the dates indicated. The pro forma financial information has been derived from the audited and unaudited historical financial statements of Johnson Controls and Tyco and certain adjustments and assumptions regarding the combined company after giving effect to the merger. The assets and liabilities of Tyco have been measured at fair value based on various preliminary estimates using assumptions that Johnson Controls management and Tyco management believe are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have a material impact on the pro forma financial information and the combined company's financial position and future results of operations.

        The pro forma financial information contained in this joint proxy statement/prospectus also may not be an indication of what the combined company's financial position or results of operations would have been had Johnson Controls completed the separation of its Automotive Experience business on the dates indicated as a result of a variety of factors, including that:

•

historically, Johnson Controls has been able to rely, to some degree, on the earnings, assets and cash flows of the Automotive Experience business for working capital and cash flow requirements;



•

Johnson Controls' Automotive Experience business has historically been operated as part of Johnson Controls' broader corporate organization rather than as an independent company and the unaudited pro forma combined financial information in this joint proxy statement/prospectus may not fully reflect the costs associated with Johnson Controls and the Automotive Experience business operating as separate, publicly traded companies, including as a result of changes in cost structure, management, cost of financing or losses of economies of scale and scope.

        In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company's financial condition or results of operations following the closing. Any material variance from the pro forma financial information may cause significant variations in the market price of the combined company ordinary shares. See "Unaudited Pro Forma Combined Financial Information."

There can be no assurance that the separation of Johnson Controls' Automotive Experience business will occur following the closing of the merger, or at all, and until it occurs, the terms of the separation may change.

        Johnson Controls and Tyco intend to complete the separation of Johnson Controls' Automotive Experience business following the closing of the merger through a spin-off of such business as a separate, publicly traded company, which will be named Adient. It is the intention of the parties for, and the merger agreement contains representations (including representations relating to the completeness at the closing of the merger of the Form 10 registration statement to be filed by Adient) and covenants relating to the steps to be taken by the parties to enable, the spin-off to be completed substantially in the same manner and on substantially the same timeline as previously announced by Johnson Controls. However, there can be no assurance that the separation will occur within that timeframe, or at all, and the separation may be effected at a different time or in a different manner. In addition, the spin-off of Adient may require additional financing. There can be no assurance that the

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Automotive Experience business will be able to obtain any such financing on the expected timeline of the spin-off or at all. The separation is expected to be approved by the combined company's board following the consummation of the merger, and until the separation occurs, the combined company will have the discretion to determine and change the terms of the separation or determine not to proceed with the separation.

The combined company and its shareholders may not realize the potential benefits from the separation of Johnson Controls' Automotive Experience business.

        The combined company and its shareholders may not realize the potential benefits expected from the spin-off of Johnson Controls' Automotive Experience business following the consummation of the merger. Johnson Controls and the combined company will also incur significant costs and some negative effects from the separation of the Automotive Experience business, including loss of access to some of the financial, managerial and professional resources from which Johnson Controls has benefited in the past and diminished diversification of revenue sources, which may increase volatility of results of operations, cash flows, working capital and financing requirements. Until the market has fully analyzed the value of the combined company after the separation of Johnson Controls' Automotive Experience business, the combined company's ordinary shares may experience more market price volatility than usual. It is also possible that the combined market prices of the combined company's ordinary shares and the shares of Adient immediately after the separation will be less than the market prices of the combined company's ordinary shares immediately before the separation.

The Internal Revenue Service may not agree that the combined company should be treated as a non-U.S. corporation for U.S. federal tax purposes and may not agree that the combined company's U.S. affiliates should not be subject to certain adverse U.S. federal income tax rules.

        Under current U.S. federal tax law, a corporation is generally considered for U.S. federal tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Because the combined company is an Irish incorporated entity, it would generally be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. However, Section 7874 of the Code ("Section 7874") provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal tax purposes.

        Under Section 7874, if (1) the Johnson Controls shareholders own (within the meaning of Section 7874) 80% or more (by vote or value) of the ordinary shares of the combined company after the merger by reason of holding Johnson Controls common stock (the "80% ownership test," and such ownership percentage the "Section 7874 ownership percentage"), and (2) the combined company's "expanded affiliated group" does not have "substantial business activities" in Ireland (the "substantial business activities test"), the combined company will be treated as a U.S. corporation for U.S. federal tax purposes. If the Section 7874 ownership percentage of the Johnson Controls shareholders in the combined company after the merger is less than 80% but at least 60% (the "60% ownership test"), and the substantial business activities test is not met, Johnson Controls and its U.S. affiliates (including the U.S. affiliates historically owned by Tyco) may, in some circumstances, be subject to certain adverse U.S. federal income tax rules (which, among other things, could limit their ability to utilize certain U.S. tax attributes to offset U.S. taxable income or gain resulting from certain transactions).

        Based on the terms of the merger, the rules for determining share ownership under Section 7874 and certain factual assumptions, Johnson Controls shareholders are expected to own (within the meaning of Section 7874) less than 60% (by both vote and value) of the ordinary shares of the combined company after the merger by reason of holding shares of Johnson Controls common stock. Therefore, under current law, it is expected that the combined company should not be treated as a U.S. corporation for U.S. federal tax purposes and that Section 7874 should otherwise not apply to the combined company or its affiliates as a result of the merger.

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        However, the rules under Section 7874 are relatively new and complex and there is limited guidance regarding their application. In particular, ownership for purposes of Section 7874 is subject to various adjustments under the Code and the Treasury regulations promulgated thereunder, and there is limited guidance regarding Section 7874, including with respect to the application of the ownership tests described above. As a result, the determination of the Section 7874 ownership percentage is complex and is subject to factual and legal uncertainties. Thus, there can be no assurance that the Internal Revenue Service (the "IRS") will agree with the position that the combined company should not be treated as a U.S. corporation for U.S. federal tax purposes or that Section 7874 does not otherwise apply as a result of the merger.

        In addition, on April 4, 2016, the U.S. Treasury Department (the "U.S. Treasury") and the IRS issued temporary Treasury regulations under Section 7874 (the "Temporary Section 7874 Regulations"), which, among other things, require certain adjustments that generally increase, for purposes of the Section 7874 ownership tests, the percentage of the stock of a foreign acquiring corporation deemed owned (within the meaning of Section 7874) by the former shareholders of an acquired U.S. corporation by reason of holding stock in such U.S. corporation. For example, these temporary regulations disregard, for purposes of determining this ownership percentage, (1) any "non-ordinary course distributions" (within the meaning of the temporary regulations) made by the acquired U.S. corporation (such as Johnson Controls) during the 36 months preceding the acquisition, including certain dividends and share repurchases, (2) potentially any cash consideration received by the shareholders of such U.S. corporation in the acquisition to the extent such cash is, directly or indirectly, provided by the U.S. corporation, as well as (3) certain stock of the foreign acquiring corporation that was issued as consideration in a prior acquisition of another U.S. corporation (or U.S. partnership) during the 36 months preceding the signing date of a binding contract for the acquisition being tested. Taking into account the effect of these temporary regulations, it is currently expected that the Section 7874 ownership percentage of the Johnson Controls shareholders in the combined company will be less than 60%. However, these temporary regulations are new and complex and there is no guidance regarding their application. Accordingly, there can be no assurance that the Section 7874 ownership percentage of the Johnson Controls shareholders will be less than 60% as determined under the temporary regulations, or that the IRS will not otherwise successfully assert that either the 80% ownership test or the 60% ownership test were met after the merger.

        If the 80% ownership test were met after the merger and the combined company were accordingly treated as a U.S. corporation for U.S. federal tax purposes under Section 7874, the combined company would be subject to substantial additional U.S. tax liability. Additionally, in such case, non-U.S. shareholders of the combined company would be subject to U.S. withholding tax on the gross amount of any dividends paid by the combined company to such shareholders (subject to an exemption or reduced rate available under an applicable tax treaty). Regardless of any application of Section 7874, the combined company is expected to be treated as an Irish tax resident for Irish tax purposes. Consequently, if the combined company were to be treated as a U.S. corporation for U.S. federal tax purposes under Section 7874, it could be liable for both U.S. and Irish taxes, which could have a material adverse effect on its financial condition and results of operations.

        If the 60% ownership test were met, several adverse U.S. federal income tax rules could apply to the U.S. affiliates of the combined company. In particular, in such case, Section 7874 could limit the ability of such U.S. affiliates to utilize certain U.S. tax attributes (including net operating losses and certain tax credits) to offset any taxable income or gain resulting from certain transactions, including any transfers or licenses of property to a foreign related person during the 10-year period following the merger. The Temporary Section 7874 Regulations generally expand the scope of these rules. If the 60% ownership test were met after the merger, such current and future limitations would apply to Johnson Controls and its U.S. affiliates (including the U.S. affiliates historically owned by Tyco), and their application could limit their ability to utilize such U.S. tax attributes against any income or gain

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recognized in connection with certain currently contemplated transactions (including certain transactions contemplated to be undertaken in connection with the contemplated spin-off). In such case, the application of such rules could result in significant additional U.S. tax liability. In addition, the Temporary Section 7874 Regulations (and certain related temporary regulations issued under other provisions of the Code) include new rules that would apply if the 60% ownership test were met, which, in such situation, may limit the combined company's ability to restructure or access cash earned by certain of its non-U.S. subsidiaries, in each case, without incurring substantial U.S. tax liabilities. Moreover, in such case, Section 4985 of the Code and rules related thereto would impose an excise tax on the value of certain stock compensation held directly or indirectly by certain "disqualified individuals" at a rate equal to 15%. The merger agreement permits Johnson Controls and Tyco to enter into agreements with their directors and executive officers providing for the reimbursement of any taxes imposed under Section 4985 of the Code in connection with the merger. See "The Merger—Interests of Johnson Controls' Directors and Executive Officers in the Merger—Other Compensation Matters."

        For a more detailed discussion of the application of Section 7874 to the merger, see "Certain Tax Consequences of the Merger—U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger to the Combined Company."

Future potential changes to the tax laws could result in the combined company being treated as a U.S. corporation for U.S. federal tax purposes or in Johnson Controls and its U.S. affiliates (including the U.S. affiliates historically owned by Tyco) being subject to certain adverse U.S. federal income tax rules, and such changes could, if adopted prior to closing, jeopardize the consummation of the merger.

        As discussed above, under current law, the combined company is expected to be treated as a non-U.S. corporation for U.S. federal tax purposes and Section 7874 is not otherwise expected to apply as a result of the merger. However, changes to Section 7874, or the U.S. Treasury regulations promulgated thereunder, could affect the combined company's status as a non-U.S. corporation for U.S. federal tax purposes or could result in the application of certain adverse U.S. federal income tax rules to Johnson Controls and its U.S. affiliates (including the U.S. affiliates historically owned by Tyco). Any such changes could have prospective or retroactive application, and may apply even if enacted after the merger is consummated. If the combined company were to be treated as a U.S. corporation for federal tax purposes or if Johnson Controls and its U.S. affiliates (including the U.S. affiliates historically owned by Tyco) were to become subject to such adverse U.S. federal income tax rules, the combined company and its U.S. affiliates could be subject to substantially greater U.S. tax liability than currently contemplated.

        Each of the Johnson Controls board of directors and the Tyco board of directors may, subject to certain limitations, change its recommendation as a result of any effect that occurs after the date of the merger agreement, including any change in or issuance of, or proposed change in or issuance of, applicable law (whether or not yet approved or effective), if such board of directors has concluded in good faith (after consultation with its financial advisors and outside legal counsel) that the effect would reasonably be expected to materially adversely affect the expected benefits of the merger to the company's shareholders from a financial point of view and that failure to change such recommendation would be inconsistent with the directors' fiduciary duties. Any such change in or issuance of, or proposed change in or issuance of, applicable law, could include changes relating to Section 7874, whether by statute, regulation or notice. In the event of such a change of recommendation, the other party may terminate the merger agreement. In addition, either party may terminate the merger agreement in response to any such effect that is a change in or issuance of, or proposed change in or issuance of, applicable law, subject to certain limitations. In the event of any such change of recommendation and termination, either Johnson Controls or Tyco may be required to pay a fee to the other party (in the case of Tyco, through an indirect wholly owned subsidiary of Tyco). For a more

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detailed discussion regarding termination fees, see "The Merger Agreement—Termination of the Merger Agreement; Termination Fees; Expense Reimbursement."

        Recent legislative and other proposals have aimed to expand the scope of U.S. corporate tax residence, including in such a way as would cause the combined company to be treated as a U.S. corporation if the management and control of the combined company and its affiliates were determined to be located primarily in the United States. In addition, recent legislative and other proposals have aimed to expand the scope of Section 7874, or otherwise address certain perceived issues arising in connection with so-called inversion transactions. For example, a provision in the Obama Administration's 2017 budget proposals, which, if enacted in its present form, would be effective for transactions completed after December 31, 2016, as well as multiple proposals introduced by certain Democratic members of both houses of Congress, which, if enacted in their present form, would be effective retroactively to any transactions completed after May 8, 2014, would, among other things, treat a foreign acquiring corporation as a U.S. corporation for U.S. federal tax purposes under Section 7874 if the former shareholders of a U.S. corporation acquired by such foreign acquiring corporation own more than 50% of the shares of the foreign acquiring corporation after the acquisition. These proposals, if enacted in their present form and made effective to the date of the closing of the merger, would cause the combined company to be treated as a U.S. corporation for U.S. federal tax purposes. In such case, the combined company would be subject to substantially greater U.S. tax liability than currently contemplated.

        Other recent legislative and other proposals (including most recently proposed legislation introduced by Democratic members of the House of Representatives on February 23, 2016, which, if enacted in its present form, would be effective with respect to any transactions completed after May 8, 2014 and would apply to the combined company following the merger; proposed legislation introduced by Democratic members of the Senate on March 10, 2016, which, if enacted in its present form, would be effective with respect to taxable years ending after March 9, 2016; proposed legislation introduced by Democratic members of the Senate on March 10, 2016, which, if enacted in its present form, would, be effective with respect to taxable years beginning after the date of enactment; and proposed Treasury Regulations under Section 385 of the Code issued by the U.S. Treasury and the IRS on April 4, 2016 (the "Proposed Section 385 Regulations")), if enacted or finalized, could cause the combined company and its affiliates to be subject to certain intercompany financing limitations, including with respect to their ability to deduct certain interest expense, and could cause the combined company and its affiliates to recognize additional taxable income. Any such proposals, and any other relevant provisions that could change on a prospective or retroactive basis, could have a significant adverse effect on the combined company and its affiliates. In particular, the Proposed Section 385 Regulations, which would generally apply to recharacterize certain debt obligations issued to related parties on or after April 4, 2016 as equity (or part equity and part debt), if finalized in their current form, would adversely impact the ability of the combined company to realize the $150 million of previously identified annual U.S. tax synergies of the merger, although other global tax synergies could be achieved.

        It is presently uncertain whether any such proposals or other legislative action relating to the scope of U.S. tax residence, Section 7874 or so-called inversion transactions and inverted groups will be enacted into law, or whether the Proposed 385 Regulations will be finalized.

Future changes to U.S. and non-U.S. tax laws could adversely affect the combined company.

        The U.S. Congress, the Organisation for Economic Co-operation and Development and other government agencies in jurisdictions where the combined company and its affiliates will conduct business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of "base erosion and profit shifting," including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the United States, Ireland and other countries in which the combined

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company and its affiliates will do business could change on a prospective or retroactive basis, and any such changes could adversely affect the combined company.

Changes to the U.S. Model Income Tax Treaty could adversely affect the combined company.

        On February 17, 2016, the U.S. Treasury released a newly revised U.S. model income tax convention (the "model"), which is the baseline text used by the U.S. Treasury to negotiate tax treaties. The new model treaty provisions were preceded by draft versions released by the U.S. Treasury on May 20, 2015 (the "May 2015 draft") for public comment. The revisions made to the model address certain aspects of the model by modifying existing provisions and introducing entirely new provisions. Specifically, the new provisions target (i) permanent establishments subject to little or no foreign tax, (ii) special tax regimes, (iii) expatriated entities subject to Section 7874, (iv) the anti-treaty shopping measures of the limitation on benefits article and (v) subsequent changes in treaty partners' tax laws.

        With respect to new model provisions pertaining to expatriated entities, because it is expected that the merger will not result in the creation of an expatriated entity as defined in Section 7874, payments of interest, dividends, royalties and certain other items of income by or to Johnson Controls and/or its U.S. affiliates to or from non-U.S. persons would not be expected to become subject to full withholding tax, even if applicable treaties were subsequently amended to adopt the new model provisions. In response to comments the U.S. Treasury received regarding the May 2015 draft, the new model treaty provisions pertaining to expatriated entities fix the definition of "expatriated entity" to the meaning ascribed to such term under Section 7874(a)(2)(A) as of the date the relevant bilateral treaty is signed. However, as discussed above, the rules under Section 7874 are relatively new, complex and are the subject of current and future legislative and regulatory changes. Accordingly, there can be no assurance that the IRS will agree with the position that the merger does not result in the creation of an expatriated entity (within the meaning of Section 7874) under the law as in effect at the time the applicable treaty were amended or that such a challenge would not be sustained by a court, or that such position would not be affected by future or regulatory action which may apply retroactively to the merger.

The tax rate that will apply to the combined company is uncertain and may vary from expectations.

        There can be no assurance that the merger will improve the combined company's ability to maintain any particular worldwide effective corporate tax rate. Johnson Controls and Tyco cannot give any assurance as to what the combined company's effective tax rate will be after the merger because of, among other things, uncertainty regarding the tax policies of the jurisdictions in which the combined company and its affiliates will operate. The combined company's actual effective tax rate may vary from Johnson Controls' and Tyco's expectations, and such variance may be material. Additionally, tax laws or their implementation and applicable tax authority practices in any particular jurisdiction could change in the future, possibly on a retroactive basis, and any such change could have an adverse impact on the combined company and its affiliates.

Legislative or other governmental action in the U.S. could adversely affect the combined company's business.

        Legislative action may be taken by the U.S. Congress that, if ultimately enacted, could limit the availability of tax benefits or deductions that Tyco currently claims, override tax treaties upon which Tyco relies, or otherwise affect the taxes that the United States imposes on the combined company's worldwide operations. Such changes could materially adversely affect the combined company's effective tax rate and/or require the combined company to take further action, at potentially significant expense, to seek to preserve its effective tax rate. In addition, if proposals were enacted that had the effect of limiting the combined company's ability as an Irish company to take advantage of tax treaties with the United States, the combined company could incur additional tax expense and/or otherwise incur business detriment.

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        In addition, various U.S. federal and state legislative and other proposals that would deny governmental contracts to U.S. companies (and subsidiaries of U.S. companies) that move (or have moved) their corporate locations abroad may affect the combined company if adopted. The likelihood that any such proposals might be adopted, the nature of regulations that might be promulgated, or the effect such adoptions and increased regulatory scrutiny might have on the combined company's business cannot be predicted.

Legislative or other governmental action relating to the denial of U.S. federal or state governmental contracts to U.S. companies that redomicile abroad could adversely affect Johnson Controls', Tyco's or the combined company's business.

        Various U.S. federal and state legislative and other proposals that would deny governmental contracts to U.S. companies (and subsidiaries of U.S. companies) that move (or have moved) their corporate location abroad may affect Johnson Controls, Tyco or the combined company if adopted. It is difficult to predict the likelihood that any such proposals might be adopted, the nature of the regulations that might be promulgated, or the effect such adoptions and increased regulatory scrutiny might have on Johnson Controls', Tyco's or the combined company's business.

The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of securities in the combined company.

        It may not be possible to enforce court judgments obtained in the United States against the combined company in Ireland, based on the civil liability provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against the combined company or its directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws, or hear actions against the combined company or those persons based on those laws. Tyco and Johnson Controls have been advised that the United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

        A judgment obtained against the combined company will be enforced by the courts of Ireland if the following general requirements are met:

•

U.S. courts must have had jurisdiction in relation to the particular defendant according to Irish conflict of law rules (the submission to jurisdiction by the defendant would satisfy this rule); and



•

the judgment must be final and conclusive and the decree must be final and unalterable in the court which pronounces it.

        A judgment can be final and conclusive even if it is subject to appeal or even if an appeal is pending. But where the effect of lodging an appeal under the applicable law is to stay execution of the judgment, it is possible that in the meantime the judgment may not be actionable in Ireland. It remains to be determined whether final judgment given in default of appearance is final and conclusive. Irish courts may also refuse to enforce a judgment of the U.S. courts which meets the above requirements for one of the following reasons:

•

the judgment is not for a definite sum of money;



•

the judgment was obtained by fraud;



•

the enforcement of the judgment in Ireland would be contrary to natural or constitutional justice;

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•

the judgment is contrary to Irish public policy or involves certain U.S. laws which will not be enforced in Ireland; or



•

jurisdiction cannot be obtained by the Irish courts over the judgment debtors in the enforcement proceedings by personal service Ireland or outside Ireland under Order 11 of the Irish Superior Courts Rules.

        As an Irish company, the combined company will be governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of securities of the combined company may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States.

As a result of different shareholder voting requirements in Ireland relative to Wisconsin, the combined company will have less flexibility with respect to certain aspects of capital management than Johnson Controls currently has.

        Under Wisconsin law and Johnson Controls' charter and bylaws, Johnson Controls' directors may issue, without shareholder approval or any preemptive rights, any shares authorized by its articles of incorporation that are not already issued. Under Irish law, the combined company's directors may issue new ordinary or preferred shares once authorized to do so by the memorandum and articles of association of the combined company or by an ordinary resolution of the combined company's shareholders, such authorization being subject to a five-year time limit. Additionally, subject to specified exceptions, Irish law grants statutory preemption rights to existing shareholders to subscribe for new issuances of shares for cash, but allows shareholders to waive their statutory preemption rights by way of special resolution or under the articles of association of the company, subject to a five-year limit on such waiver. Tyco is currently authorized (pursuant to its articles of association adopted on September 8, 2014) to issue up to the entire of the authorized but unissued share capital of Tyco as at the date of the authorization without applying pre-emption rights. For the purposes of issuing shares pursuant to the merger agreement, Tyco is asking its shareholders to increase the authorized but unissued share capital of Tyco by means of the Tyco pre-merger authorized share capital increase proposal and to permit the directors of Tyco to issue and allot those shares pursuant to the Tyco share issuance proposal. Following the consummation of the merger, the combined company will have used almost all of its authorized but unissued ordinary share capital and, therefore, the authority of its directors to issue shares (on a non-preemptive basis) will require renewal. If such authority is not renewed by the passing of the Tyco allotment authority proposal and the Tyco pre-emption waiver proposal at the Tyco EGM, the combined company will be very limited in its ability to issue new ordinary shares. If the Tyco allotment authority proposal and the Tyco pre-emption waiver proposal are approved at the Tyco EGM, the authorities will expire on the earlier of the date of the combined company annual general meeting in 2017 or June 9, 2017 unless renewed. Johnson Controls and Tyco cannot provide any assurance that the proposals will be passed at the Tyco EGM or that the authorizations will always be renewed going forward, which could limit the combined company's ability to issue equity and thereby adversely affect the holders of the combined company's securities. While Johnson Controls and Tyco do not believe that the differences between Wisconsin law and Irish law relating to the combined company's capital management will have an adverse effect on the combined company, situations may arise where the flexibility Johnson Controls now has under Wisconsin law would have provided benefits to the combined company's shareholders that will not be available under

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Irish law. See "Comparison of the Rights of Holders of Johnson Controls Common Stock and Tyco Ordinary Shares."

Transfers of combined company ordinary shares, other than by means of the transfer of book-entry interests in the Depository Trust Company, may be subject to Irish stamp duty.

        It is expected that, for the majority of transfers of ordinary shares of the combined company, there will not be any Irish stamp duty. Transfers of combined company ordinary shares effected by means of the transfer of book-entry interests in the Depository Trust Company ("DTC") are not subject to Irish stamp duty. But if you hold your combined company ordinary shares directly rather than beneficially through DTC, any transfer of your combined company ordinary shares could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired). A shareholder who directly holds combined company ordinary shares may transfer those shares into his or her own broker account to be held through DTC (or vice versa) without giving rise to Irish stamp duty provided that there is no change in the beneficial ownership of the shares as a result of the transfer and the transfer is not in contemplation of a sale of the shares by a beneficial owner to a third party.

        Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty could adversely affect the price of your combined company ordinary shares. See "Certain Tax Consequences of the Merger—Irish Tax Considerations—Stamp Duty."

In certain limited circumstances, dividends paid by the combined company may be subject to Irish dividend withholding tax.

        In certain limited circumstances, Irish dividend withholding tax ("DWT") (currently at a rate of 20%) may arise in respect of dividends paid on ordinary shares of the combined company. A number of exemptions from DWT exist pursuant to which shareholders resident in the United States and shareholders resident in the countries listed in Annex F attached to this joint proxy statement/prospectus (the "Relevant Territories") may be entitled to exemptions from DWT.

        See "Certain Tax Consequences of the Merger—Irish Tax Considerations—Withholding Tax on Dividends (DWT)" and, in particular, please note the requirement to complete certain relevant Irish Revenue Commissioners DWT forms ("DWT Forms") in order to qualify for many of the exemptions.

        Dividends paid in respect of combined company ordinary shares that are owned by a U.S. resident and held through DTC will not be subject to DWT provided the address of the beneficial owner of such shares in the records of the broker holding such shares is recorded as being in the United States (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by the combined company). Similarly, dividends paid in respect of combined company ordinary shares that are held outside of DTC and are owned by a former Johnson Controls shareholder who is a resident of the United States will not be subject to DWT if such shareholder satisfies the conditions of one of the exemptions including the requirement to furnish a completed IRS Form 6166 or a valid DWT Form to the combined company's transfer agent to confirm U.S. residence and claim an exemption. Combined company shareholders resident in other Relevant Territories may also be eligible for exemption from DWT on dividends paid in respect of their combined company ordinary shares provided they satisfy the conditions of one of the exemptions including the requirement to furnish valid DWT Forms to their brokers (in respect of such shares held through DTC) (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by the combined company) or to the combined company's transfer agent (in respect of such shares held outside of DTC). Other combined company shareholders may be subject to DWT, which could adversely affect the price of your combined company ordinary shares. For more information on DWT,

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see "Certain Tax Consequences of the Merger—Irish Tax Considerations—Withholding Tax on Dividends (DWT)."

Risks Related to Johnson Controls' Business

        You should read and consider the risk factors specific to Johnson Controls' business that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of Johnson Controls' Annual Report on Form 10-K for the fiscal year ended September 30, 2015, as such risks may be updated or supplemented in Johnson Controls' subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in other documents that are incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" for the location of information incorporated by reference in this joint proxy statement/prospectus.

Risks Related to Tyco's Business

        You should read and consider the risk factors specific to Tyco's businesses that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of Tyco's Annual Report on Form 10-K for the fiscal year ended September 25, 2015, as such risks may be updated or supplemented in Tyco's subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in other documents that are incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" for the location of information incorporated by reference in this joint proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Johnson Controls', Tyco's or the combined company's future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels. Words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "forecast," "project" or "plan" or terms of similar meaning are also generally intended to identify forward-looking statements. Johnson Controls and Tyco caution that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Johnson Controls' and/or Tyco's control, that could cause Johnson Controls', Tyco's or the combined company's actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: Johnson Controls' and/or Tyco's ability to obtain necessary regulatory approvals and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, any delay or inability of the combined company to realize the expected benefits and synergies of the transaction, changes in tax laws, regulations, rates, policies or interpretations, the loss of key senior management, anticipated tax treatment of the combined company, the value of the Tyco ordinary shares to be issued in the transaction, significant transaction costs and/or unknown liabilities, potential litigation relating to the proposed transaction, the risk that disruptions from the proposed transaction will harm Johnson Controls' business, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined company's operations, the ability of Tyco and Johnson Controls to integrate their businesses successfully, Tyco's access to available financing, competitive responses to the proposed transaction and general economic and business conditions that affect the combined company following the transaction. A detailed discussion of risks related to Johnson Controls' business is included in the section entitled "Risk Factors" in Johnson Controls' Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed with the SEC on November 18, 2015 and available at www.sec.gov and www.jci.com under the "Investors" tab, as well as any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K updating or supplementing such factors. A detailed discussion of risks related to Tyco's business is included in the section entitled "Risk Factors" in Tyco's Annual Report on Form 10-K for the fiscal year ended September 25, 2015 filed with the SEC on November 13, 2015 and available at www.sec.gov and www.tyco.com under the "Investor Relations" tab, as well as any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K updating or supplementing such factors. Any forward-looking statements in this joint proxy statement/prospectus are only made as of the date of this joint proxy statement/prospectus, unless otherwise specified, and, except as required by law, neither Johnson Controls nor Tyco assume any obligation, and each disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this joint proxy statement/prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF JOHNSON CONTROLS

        The following selected historical consolidated financial data is derived from the section titled "Selected Financial Data" contained in Johnson Controls' Annual Report on Form 10-K for the year ended September 30, 2015 that Johnson Controls filed with the SEC on November 18, 2015, portions of which (including Part I, Item 1. Business, and the following items from Part II of the Annual Report: Item 6. Selected Financial Data, Item 7. Management's Discussion and Analysis and Item 8. Financial Statements and Supplementary Data) were recast in Johnson Controls' Current Report on Form 8-K filed with the SEC on March 3, 2016, and Johnson Controls' Quarterly Report on Form 10-Q for the period ended March 31, 2016 filed with the SEC on April 29, 2016. The information set forth below is only a summary that should be read together with the historical audited consolidated financial statements of Johnson Controls and the related notes, as well as the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Johnson Controls' Annual Report on Form 10-K for the year ended September 30, 2015 that Johnson Controls filed with the SEC on November 18, 2015, portions of which (including Part I, Item 1. Business, and the following items from Part II of the Annual Report: Item 6. Selected Financial Data, Item 7. Management's Discussion and Analysis and Item 8. Financial Statements and Supplementary Data) were recast in Johnson Controls' Current Report on Form 8-K filed with the SEC on March 3, 2016 and Johnson Controls' Quarterly Report on Form 10-Q for the period ended March 31, 2016 filed with the SEC on April 29, 2016, all of which are incorporated by reference into

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this joint proxy statement/prospectus. Historical results are not necessarily indicative of any results to be expected in the future. For more information, see "Where You Can Find More Information."

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF TYCO

        The following selected historical consolidated financial data is derived from the section titled "Selected Financial Data" contained in Tyco's Annual Report on Form 10-K for the year ended September 25, 2015 that Tyco filed with the SEC on November 13, 2015, portions of which (including the following items from Part II of the Annual Report: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Item 8. Financial Statements and Supplementary Data and Item 9A. Controls and Procedures) were recast in Tyco's Current Report on Form 8-K filed with the SEC on March 11, 2016, Tyco's Quarterly Report on Form 10-Q for the period ended March 25, 2016 filed with the SEC on April 29, 2016 and Tyco's Quarterly Report on Form 10-Q for the period ended March 27, 2015 filed with the SEC on April 24, 2015.

        The information set forth below is only a summary that should be read together with the historical audited consolidated financial statements of Tyco and the related notes, as well as the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations " contained in Tyco's Annual Report on Form 10-K for the year ended September 25, 2015 that Tyco filed with the SEC on November 13, 2015, portions of which (including the following items from Part II of the Annual Report: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Item 8. Financial Statements and Supplementary Data and Item 9A. Controls and Procedures) were recast in Tyco's Current Report on Form 8-K filed with the SEC on March 11, 2016, and Tyco's Quarterly Report on Form 10-Q for the period ended March 25, 2016 filed with the SEC on April 29, 2016, all of which are incorporated by reference into this joint proxy statement/prospectus, and Tyco's Quarterly Report on Form 10-Q for the period ended March 27, 2015 filed with the SEC on April 24, 2015. Historical results are not necessarily indicative of any results to be expected in the future. For more information, see "Where You Can Find More Information."

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SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

        The following selected unaudited pro forma combined financial data (the "selected pro forma data") gives effect to the merger of Johnson Controls and Tyco. The merger has been accounted for as a reverse acquisition with Johnson Controls considered to be acquiring Tyco in the merger for accounting purposes. The selected pro forma data has been prepared using the acquisition method of accounting under U.S. GAAP, under which the assets and liabilities of Tyco will be recorded by Johnson Controls at their respective fair values as of the date the merger is consummated. The selected unaudited pro forma combined balance sheet data as of March 31, 2016 gives a preliminary effect to the merger as if it had occurred on March 31, 2016. The selected unaudited pro forma combined statement of operations data for the year ended September 30, 2015 and the six months ended March 31, 2016, gives effect to the merger as if it had occurred on October 1, 2014. The selected pro forma data is shown both before and after giving effect to the separation of Johnson Controls' Automotive Experience business.

        The selected pro forma data, which is preliminary in nature, has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma combined financial information of the combined company appearing elsewhere in this joint proxy statement/prospectus and the accompanying notes to the unaudited pro forma combined financial information. In addition, the unaudited pro forma combined financial information was based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of each of Johnson Controls and Tyco for the applicable periods, which have been incorporated in this joint proxy statement/prospectus by reference. For more information, see "Where You Can Find More Information" and "Unaudited Pro Forma Combined Financial Information." The selected pro forma data has been presented in accordance with SEC Regulation S-X Article 11 for illustrative purposes only and is not necessarily indicative of what the combined company's financial position or results of operations actually would have been had the merger been consummated as of the dates indicated. In addition, the selected pro forma data does not purport to project the future financial position or operating results of the combined company. Also, as explained in more detail in the accompanying notes to the unaudited pro forma combined financial information, the preliminary fair values of assets acquired and liabilities assumed reflected in the

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selected pro forma data is subject to adjustment and may vary significantly from the fair values that will be recorded upon consummation of the merger.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL DATA

        The following table sets forth (i) selected per share information for Johnson Controls common stock on a historical basis for the year ended September 30, 2015 and the six months ended March 31, 2016, (ii) selected per share information for Tyco ordinary shares on a historical basis for the year ended September 25, 2015 and the six months ended March 25, 2016 and (iii) selected per share information on a pro forma combined basis and Tyco equivalent basis for the year ended September 30, 2015 and the six months ended March 31, 2016. Except for the historical cash dividends per share and earnings per share attributable to Johnson Controls shareholders from continuing operations information as of and for the year ended September 30, 2015, in the case of Johnson Controls, and the historical information as of and for the year ended September 25, 2015, in the case of Tyco, the information in the table is unaudited. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been consummated as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of the combined company. You should read the data with the historical consolidated financial statements and related notes of Tyco contained in its Annual Report on Form 10-K for the year ended September 25, 2015, portions of which (including the following items from Part II of the Annual Report: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Item 8. Financial Statements and Supplementary Data and Item 9A. Controls and Procedures) were recast in Tyco's Current Report on Form 8-K filed with the SEC on March 11, 2016, the historical consolidated financial statements and related notes of Johnson Controls contained in its Annual Report on Form 10-K for the fiscal year ended September 30, 2015 that Johnson Controls filed with the SEC on November 18, 2015, portions of which (including Part I, Item 1. Business, and the following items from Part II of the Annual Report: Item 6. Selected Financial Data, Item 7. Management's Discussion and Analysis and Item 8. Financial Statements and Supplementary Data) were recast in Johnson Controls' Current Report on Form 8-K filed with the SEC on March 3, 2016 and Johnson Controls' and Tyco's respective Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and March 25, 2016, all of which are incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information."

        The pro forma combined and Tyco equivalent pro forma earnings per share from continuing operations were calculated using the methodology described in the section entitled "Unaudited Pro Forma Combined Financial Information" and take into account the Tyco share consolidation. The pro forma combined per share amounts (i) reflect the 0.955-for-one share consolidation to be effected by Tyco immediately prior to consummation of the merger and (ii) are shown both before and after giving effect to the separation of Johnson Controls' Automotive Experience business. See "Unaudited Pro Forma Combined Financial Information."

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Tyco Pro Forma Equivalent

        The 0.955 for 1 share consolidation is reflected in the Combined Company Pro Forma per share data above (see Note 8 of the Unaudited Pro Forma Combined Financial Information for the calculation of pro forma basic and diluted earnings per share of the combined company). Subsequent to the Tyco share consolidation occurring immediately prior to the merger, Johnson Controls shareholders will receive one share of the combined company for each share of Johnson Controls common stock. Accordingly, there would be no change for Tyco on an equivalent pro forma basis.

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THE JOHNSON CONTROLS SPECIAL MEETING

Date, Time and Place of the Johnson Controls Special Meeting

        The special meeting of Johnson Controls shareholders will be held at The Ritz-Carlton Dallas, 2121 McKinney Ave, Dallas, TX 75201, at 1:00 p.m. (local time), on August 17, 2016. On or about July 6, 2016, Johnson Controls commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its shareholders entitled to vote at the Johnson Controls special meeting.

Purpose of the Johnson Controls Special Meeting

        At the Johnson Controls special meeting, Johnson Controls shareholders will be asked to approve the following items:

1.

the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus;



2.

the adjournment of the Johnson Controls special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of approving the Johnson Controls merger proposal; and



3.

on a non-binding, advisory basis, the compensation that may become payable to Johnson Controls' named executive officers that is based on or otherwise relates to the merger, as disclosed in "The Merger—Interests of Johnson Controls' Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Johnson Controls' Named Executive Officers."

Recommendation of the Johnson Controls Board of Directors

        The Johnson Controls board of directors recommends that you vote "FOR" the Johnson Controls merger proposal, "FOR" the Johnson Controls adjournment proposal and "FOR" the Johnson Controls advisory compensation proposal. See "The Merger—Recommendation of the Johnson Controls Board of Directors and Johnson Controls' Reasons for the Merger."

        Consummation of the merger is conditioned on approval of the Johnson Controls merger proposal, but is not conditioned on the approval of the Johnson Controls adjournment proposal or the Johnson Controls advisory compensation proposal.

Johnson Controls Record Date and Quorum

Record Date

        The Johnson Controls board of directors has fixed the close of business on June 27, 2016 as the record date for determining the holders of shares of Johnson Controls common stock entitled to receive notice of and to vote at the Johnson Controls special meeting.

        As of the Johnson Controls record date, there were 639,708,284 shares of Johnson Controls common stock outstanding and entitled to vote at the Johnson Controls special meeting held by 34,634 holders of record. Each share of Johnson Controls common stock entitles the holder to one vote at the Johnson Controls special meeting on each proposal to be considered at the Johnson Controls special meeting. Johnson Controls shares that are held in treasury will not be entitled to vote at the Johnson Controls special meeting.

Quorum

        The presence of the holders of stock representing a majority of the voting power of all shares of Johnson Controls common stock issued and outstanding and entitled to vote at the Johnson Controls

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special meeting, in person or represented by proxy, is necessary to constitute a quorum. Abstentions will be counted as present for purposes of determining a quorum. Because it is expected that all proposals to be voted on at the Johnson Controls special meeting will be "non-routine" matters, broker non-votes (which are shares of Johnson Controls common stock held by banks, brokers or other nominees that are present in person or by proxy at the Johnson Controls special meeting but with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), if any, will not be counted as present for purposes of determining a quorum. Shares of Johnson Controls common stock held in treasury will not be included in the calculation of the number of shares of Johnson Controls stock represented at the Johnson Controls special meeting for purposes of determining a quorum.

        As of the Johnson Controls record date, directors and executive officers of Johnson Controls and their affiliates owned and were entitled to vote 660,406 shares of Johnson Controls common stock, representing less than 1% of the shares of Johnson Controls common stock outstanding on that date, and directors and executive officers of Tyco and their affiliates owned and were entitled to vote 147 shares of Johnson Controls common stock, representing less than 1% of the shares of Johnson Controls common stock outstanding on that date. Johnson Controls currently expects that Johnson Controls' directors and executive officers will vote their shares in favor of the Johnson Controls merger proposal, the Johnson Controls adjournment proposal and the Johnson Controls advisory compensation proposal, although none of them has entered into any agreement obligating him or her to do so.

Required Vote

Required Vote to Approve the Johnson Controls Merger Proposal

        Approval of the Johnson Controls merger proposal requires the affirmative vote of the holders of two-thirds of the outstanding shares of Johnson Controls common stock.

Required Vote to Approve the Johnson Controls Adjournment Proposal

        Approval of the Johnson Controls adjournment proposal requires that the votes cast by Johnson Controls shareholders present in person or represented by proxy at the Johnson Controls special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such shareholders against the proposal.

Required Vote to Approve the Johnson Controls Advisory Compensation Proposal

        Approval of the Johnson Controls advisory compensation proposal requires that the votes cast by Johnson Controls shareholders present in person or represented by proxy at the Johnson Controls special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such shareholders against the proposal.

Treatment of Abstentions; Failure to Vote

        For purposes of the Johnson Controls special meeting, an abstention occurs when a Johnson Controls shareholder attends the Johnson Controls special meeting in person and does not vote or returns a proxy marked "ABSTAIN."

•

For the Johnson Controls merger proposal, an abstention or a failure to vote will have the same effect as a vote cast "AGAINST" this proposal.



•

For the Johnson Controls adjournment proposal, an abstention will have no effect on the vote count for this proposal. If a Johnson Controls shareholder fails to vote or to instruct his or her bank, broker or other nominee on how to vote and is not present in person or by proxy at the

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Johnson Controls special meeting, it will also have no effect on the vote count for the Johnson Controls adjournment proposal.

•

For the Johnson Controls advisory compensation proposal, an abstention will have no effect on the vote count for this proposal. If a Johnson Controls shareholder fails to vote or to instruct his or her bank, broker or other nominee on how to vote and is not present in person or by proxy at the Johnson Controls special meeting, it will also have no effect on the vote count for the Johnson Controls advisory compensation proposal.

Voting of Proxies; Incomplete Proxies

        Giving a proxy means that a Johnson Controls shareholder authorizes the persons named in the enclosed proxy card to vote its shares at the Johnson Controls special meeting in the manner it directs. A Johnson Controls shareholder may vote by proxy or in person at the Johnson Controls special meeting. If you hold your shares of Johnson Controls common stock in your name as a shareholder of record, to submit a proxy, you, as a Johnson Controls shareholder, may use one of the following methods:

•

By Internet.  The web address and instructions for Internet proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Internet proxy submission via the web address indicated on the enclosed proxy card is available 24 hours a day. If you choose to submit your proxy by Internet, then you do not need to return the proxy card. To be valid, your Internet proxy must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the Johnson Controls special meeting.



•

By Telephone.  The toll-free number for telephone proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Telephone proxy submission is available 24 hours a day. If you choose to submit your proxy by telephone, then you do not need to return the proxy card. To be valid, your telephone proxy must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the Johnson Controls special meeting.



•

By Mail.  Mark the enclosed proxy card, sign and date it, and return it in the postage-paid envelope you have been provided. To be valid, your proxy by mail must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the Johnson Controls special meeting.



•

In Person.  You may also vote your shares in person at the Johnson Controls special meeting.

        Johnson Controls requests that Johnson Controls shareholders submit their proxies over the Internet, by telephone or by completing and signing the accompanying proxy card and returning it to Johnson Controls in the enclosed postage-paid envelope as soon as possible. When the accompanying proxy card is returned properly executed, the shares of Johnson Controls common stock represented by it will be voted at the Johnson Controls special meeting in accordance with the instructions contained on the proxy card.

        If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Johnson Controls common stock represented by your proxy will be voted "FOR" each such proposal in accordance with the recommendation of the Johnson Controls board of directors. Unless you check the box on your proxy card to withhold discretionary authority, the proxyholders may use their discretion to vote on the proposals relating to the Johnson Controls special meeting.

        If your shares of Johnson Controls common stock are held in "street name" by a bank, broker or other nominee, you should check the voting form used by that firm to determine whether you may give voting instructions by telephone or the Internet.

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        EVERY JOHNSON CONTROLS SHAREHOLDER'S VOTE IS IMPORTANT. ACCORDINGLY, EACH JOHNSON CONTROLS SHAREHOLDER SHOULD SUBMIT ITS PROXY VIA THE INTERNET OR BY TELEPHONE, OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD, WHETHER OR NOT THE JOHNSON CONTROLS SHAREHOLDER PLANS TO ATTEND THE JOHNSON CONTROLS SPECIAL MEETING IN PERSON.

Shares Held in "Street Name"

        If your shares of Johnson Controls common stock are held in "street name" through a bank, broker or other nominee, you must instruct such bank, broker or other nominee on how to vote the shares by following the instructions that the bank, broker or other nominee provides you along with this joint proxy statement/prospectus. Your bank, broker or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your shares of Johnson Controls common stock, so you should read carefully the materials provided to you by your bank, broker or other nominee.

        You may not vote shares held in "street name" by returning a proxy card directly to Johnson Controls or by voting in person at the Johnson Controls special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Further, banks, brokers or other nominees who hold shares of Johnson Controls common stock on behalf of their customers may not give a proxy to Johnson Controls to vote those shares with respect to any of the Johnson Controls proposals without specific instructions from their customers, as banks, brokers and other nominees do not have discretionary voting power on any of the Johnson Controls proposals. Therefore, if your shares of Johnson Controls common stock are held in "street name" and you do not instruct your bank, broker or other nominee on how to vote your shares,

1.

your bank, broker or other nominee may not vote your shares on the Johnson Controls merger proposal, which will have the same effect as a vote "AGAINST" this proposal;



2.

your bank, broker or other nominee may not vote your shares on the Johnson Controls adjournment proposal, which will have no effect on the vote count for this proposal; and



3.

your bank, broker or other nominee may not vote your shares on the Johnson Controls advisory compensation proposal, which will have no effect on the vote count for this proposal.

        If your shares of Johnson Controls common stock are held in "street name" and you do not instruct your bank, broker or other nominee on how to vote your shares with respect to any of the Johnson Controls proposals, your shares will not be counted toward determining whether a quorum is present. Your shares will be counted toward determining whether a quorum is present if you instruct your bank, broker or other nominee on how to vote your shares with respect to one or more of the Johnson Controls proposals.

Revocability of Proxies and Changes to a Johnson Controls Shareholder's Vote

        If you are a Johnson Controls shareholder of record, you may revoke or change your proxy at any time before it is voted at the Johnson Controls special meeting by:

•

sending a written notice of revocation to the Johnson Controls Corporate Secretary, Johnson Controls, Inc., 5757 North Green Bay Avenue, Milwaukee, Wisconsin 53209 that is received by Johnson Controls prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Johnson Controls special meeting, stating that you would like to revoke your proxy;



•

submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by Johnson Controls prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Johnson Controls special meeting; or



•

attending the Johnson Controls special meeting and voting in person.

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        If you are a Johnson Controls shareholder whose shares are held in "street name" by a bank, broker or other nominee, you may revoke your proxy or voting instructions and vote your shares in person at the Johnson Controls special meeting only in accordance with applicable rules and procedures as employed by your bank, broker or other nominee. If your shares are held in an account at a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your proxy or voting instructions and should contact your bank, broker or other nominee to do so.

        Attending the Johnson Controls special meeting will NOT automatically revoke a proxy that was submitted through the Internet or by telephone or mail. You must vote by ballot at the Johnson Controls special meeting to change your vote.

Solicitation of Proxies

        The cost of solicitation of proxies from Johnson Controls shareholders will be borne by Johnson Controls. Johnson Controls will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Johnson Controls common stock. Johnson Controls has retained a professional proxy solicitation firm D.F. King & Co., Inc., to assist in the solicitation of proxies for an initial fee of $25,000 plus reasonable out-of-pocket expenses. In addition to solicitations by mail, Johnson Controls' directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation.

Attending the Johnson Controls Special Meeting

        Subject to space availability and certain security procedures, all Johnson Controls shareholders as of the Johnson Controls record date, or their duly appointed proxies, may attend the Johnson Controls special meeting. Admission to the Johnson Controls special meeting will be on a first-come, first-served basis.

        Each person attending the Johnson Controls special meeting must have an admission ticket or proof of ownership of Johnson Controls stock, as well as a valid government-issued photo identification, such as a valid driver's license or passport, to be admitted to the meeting.

        To request your admission ticket to the Johnson Controls special meeting, please send your request and proof of stock ownership described below by one of the following methods:

•

Email to: Shareholder.Services@jci.com; or



•

Mail to: Johnson Controls, Inc.
Attn: Shareholder Services X-76
5757 North Green Bay Ave.
Milwaukee, Wisconsin 53209-4408

        If you are a registered shareholder (i.e., you hold your shares through Johnson Controls' transfer agent, Wells Fargo Bank, N.A.) or if you own shares through one of Johnson Controls' retirement or employee savings and investment plans, you may reserve your ticket by providing your name and address as shown on your account or voting materials with your admission ticket request.

        If you hold your shares through a bank, broker or nominee, you may reserve your ticket by providing your name and address, along with proof of your ownership as of June 27, 2016, such as your most recent account statement or a letter from your bank or broker.

        Admission ticket requests are processed in the order they are received and must be received no later than 5:00 p.m. Central Time on August 10, 2016. Please include your e-mail address or telephone number in your mail communication in case Johnson Controls needs to contact you regarding your

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ticket request. You will receive your admission ticket by the same method by which you submitted your request. The admission ticket is not transferable.

        A Johnson Controls shareholder may appoint a representative to attend the Johnson Controls special meeting and/or vote on his/her behalf. An admission ticket must be requested by the Johnson Controls shareholder but will be issued in the name of the authorized representative. Any individual holding an admission ticket that is not issued in his/her name will not be admitted to the Johnson Controls special meeting.

Assistance

        If you need assistance in completing your proxy card or have questions regarding the Johnson Controls special meeting, please contact D.F. King & Co., Inc., the proxy solicitation agent for Johnson Controls, by mail at 48 Wall Street, 22^nd Floor, New York, NY 10005, or by telephone toll-free at (800) 814-9324 or by call collect at (212) 269-5550.

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JOHNSON CONTROLS PROPOSALS

Johnson Controls Merger Proposal

        As discussed throughout this joint proxy statement/prospectus, Johnson Controls is asking its shareholders to approve the Johnson Controls merger proposal. Under the terms of the merger agreement, the businesses of Johnson Controls and Tyco will be combined under a single company. The merger is structured as a "reverse merger," in which Johnson Controls will merge with an indirect wholly owned subsidiary of Tyco, with Tyco being the parent entity of the combined company. Following the merger, Tyco will change its name to "Johnson Controls International plc" (subject to the approval of the Registrar of Companies in Ireland) and is referred to as the "combined company." Shares of Johnson Controls common stock currently trade on the NYSE under the symbol "JCI," and Tyco ordinary shares currently trade on the NYSE under the symbol "TYC." Following the merger, Johnson Controls common stock will be delisted from the NYSE, deregistered under the Exchange Act and cease to be publicly traded, and the ordinary shares of the combined company will trade on the NYSE using the current Johnson Controls symbol "JCI."

        Holders of shares of Johnson Controls common stock should carefully read this joint proxy statement/prospectus in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. In particular, holders of shares of Johnson Controls common stock are directed to the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus.

        Consummation of the merger is conditioned on approval of the Johnson Controls merger proposal.

Vote Required and Johnson Controls Board Recommendation

        Approval of the Johnson Controls merger proposal requires the affirmative vote of the holders of two-thirds of the outstanding shares of Johnson Controls common stock.

        The Johnson Controls board of directors recommends a vote "FOR" the Johnson Controls merger proposal.

Johnson Controls Adjournment Proposal

        Johnson Controls is asking its shareholders to approve the adjournment of the Johnson Controls special meeting to another time and place if necessary or appropriate to solicit additional votes in favor of the Johnson Controls merger proposal. The merger agreement provides that the Johnson Controls special meeting will not be postponed without the mutual agreement of Johnson Controls and Tyco.

        Consummation of the merger is not conditioned on the approval of the Johnson Controls adjournment proposal.

Vote Required and Johnson Controls Board Recommendation

        Approval of the Johnson Controls adjournment proposal requires that the votes cast by Johnson Controls shareholders present in person or represented by proxy at the Johnson Controls special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such shareholders against the proposal.

        The Johnson Controls board of directors recommends a vote "FOR" the Johnson Controls Adjournment Proposal.

Johnson Controls Advisory Compensation Proposal

        Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) of the Exchange Act, Johnson Controls is seeking non-binding, advisory shareholder

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approval of the compensation of Johnson Controls' named executive officers that is based on or otherwise relates to the merger as disclosed in "The Merger—Interests of Johnson Controls' Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Johnson Controls' Named Executive Officers." The proposal gives Johnson Controls' shareholders the opportunity to express their views on the merger-related compensation of Johnson Controls' named executive officers. Accordingly, Johnson Controls is requesting shareholders to adopt the following resolution, on a non-binding, advisory basis:

"RESOLVED, that the compensation that may be paid or become payable to Johnson Controls' named executive officers in connection with the merger, as disclosed pursuant to Item 402(t) of Regulation S-K in "The Merger—Interests of Johnson Controls' Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Johnson Controls' Named Executive Officers," is hereby APPROVED."

        Consummation of the merger is not conditioned on approval of the Johnson Controls advisory compensation proposal. Because the vote is advisory in nature only, it will not be binding on either Johnson Controls or the combined company. Accordingly, to the extent Johnson Controls or the combined company is contractually obligated to pay the compensation, the compensation will be payable to the Johnson Controls named executive officers, subject only to the conditions applicable thereto, if the merger agreement is approved and adopted and the merger consummated, regardless of the outcome of the advisory vote.

Vote Required and Johnson Controls Board Recommendation

        Approval of the Johnson Controls advisory compensation proposal requires that the votes cast by Johnson Controls shareholders present in person or represented by proxy at the Johnson Controls special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such shareholders against the proposal.

        The Johnson Controls board of directors recommends a vote "FOR" the Johnson Controls advisory compensation proposal.

Other Matters to Come Before the Johnson Controls Special Meeting

        No other matters are intended to be brought before the Johnson Controls special meeting by Johnson Controls. If any other matters properly come before the Johnson Controls special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with the recommendation of Johnson Controls board of directors on any such matter (unless the Johnson Controls shareholder checks the box on the proxy card to withhold discretionary voting authority).

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THE TYCO EXTRAORDINARY GENERAL MEETING

Date, Time and Place of the Tyco EGM

        The Tyco EGM will be held at Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin, Ireland, at 9:00 a.m. (local time), on August 17, 2016. On or about July 6, 2016, Tyco commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its shareholders entitled to vote at the Tyco EGM.

Purpose of the Tyco EGM

        At the Tyco EGM, Tyco shareholders will be asked to approve the following items:

1.

the amendments to the Tyco memorandum of association set forth in Annex B-1 to this joint proxy statement/prospectus;



2.

the amendments to the Tyco articles of association set forth in Annex B-2 to this joint proxy statement/prospectus;



3.

the consolidation of Tyco ordinary shares whereby, immediately prior to the effective time of the merger, every issued and unissued Tyco ordinary share will be consolidated into 0.955 Tyco ordinary shares;



4.

an increase to the authorized share capital of Tyco such that the number of authorized ordinary shares of Tyco immediately following the Tyco share consolidation is equal to 1,000,000,000 (the number of authorized ordinary shares of Tyco immediately prior to the Tyco share consolidation);



5.

the issuance of Tyco ordinary shares in connection with the merger as contemplated by the merger agreement;



6.

the change of name of the combined company to "Johnson Controls International plc" effective as of the effective time of the merger or as promptly as reasonably practicable thereafter, subject to approval of the Registrar of Companies in Ireland;



7.

an increase, effective as of the effective time of the merger, to the authorized share capital of Tyco in an amount equal to 1,000,000,000 ordinary shares and 100,000,000 preferred shares;



8.

the allotment of relevant securities (as defined in the Irish Companies Act) for issuances after the merger of up to approximately 33% of the combined company's post-merger issued share capital;



9.

the disapplication of statutory pre-emption rights in respect of issuances of equity securities (as defined in the Irish Companies Act) for cash for issuances after the merger of up to approximately 5% of the combined company's post-merger issued share capital;



10.

the renominalization of Tyco ordinary shares such that the nominal value of each ordinary share will be decreased by approximately $0.00047 to $0.01 (matching its pre-consolidation nominal value) with the amount of the deduction being credited to undenominated capital; and



11.

the reduction of some or all of the share premium of Tyco resulting from the merger to allow the creation of additional distributable reserves of the combined company.

Recommendation of the Tyco Board of Directors

        The Tyco board of directors recommends that the Tyco shareholders vote their Tyco ordinary shares "FOR" each of the Tyco governing documents proposals, "FOR" the Tyco share consolidation proposal, "FOR" the Tyco pre-merger authorized share capital increase proposal, "FOR" the Tyco

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share issuance proposal, "FOR" the Tyco name change proposal, "FOR" the Tyco authorized share capital increase proposal, "FOR" the Tyco allotment authority proposal, "FOR" the Tyco pre-emption waiver proposal, "FOR" the Tyco share renominalization proposal and "FOR" the Tyco distributable reserves creation proposal. See "The Merger—Recommendation of the Tyco Board of Directors and Tyco's Reasons for the Merger."

        Consummation of the merger is conditioned on the approval of each of resolutions 1 and 2 (the Tyco governing documents proposals), resolution 3 (the Tyco share consolidation proposal), resolution 4 (the Tyco pre-merger authorized share capital increase proposal), resolution 5 (the Tyco share issuance proposal) and resolution 6 (the Tyco name change proposal).

        Consummation of the merger is not conditioned on the approval of resolution 7 (the Tyco authorized share capital increase proposal), resolution 8 (the Tyco allotment authority proposal), resolution 9 (the Tyco pre-emption waiver proposal), resolution 10 (the Tyco share renominalization proposal) and resolution 11 (the Tyco distributable reserves creation proposal).

Tyco Record Date and Quorum

Record Date

        The record date for the Tyco EGM has been fixed by the board of directors as the close of business on June 27, 2016. Tyco shareholders of record at that time are entitled to vote at the Tyco EGM.

Quorum

        The presence of two or more persons holding or representing by proxy (whether or not such holder actually exercises his voting rights in whole, in part or at all) more than 50% of the total issued voting rights of Tyco's shares is necessary to constitute a quorum. Abstentions and broker non-votes (ordinary shares of Tyco held by banks, brokers or other nominees of record that are present in person or represented by proxy at the Tyco EGM but with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker or other shareholder of record does not have discretionary voting power on such proposal) will be counted as present for purposes of determining whether there is a quorum but will not be counted as votes cast for or against any of the Tyco proposals.

Required Vote

1.

Tyco Governing Documents Proposals:    The affirmative vote of 75% of the votes cast, either in person or by proxy, by shareholders entitled to vote on each of the Tyco governing documents proposals at the Tyco EGM is required to approve each of the Tyco governing documents proposals.



2.

Tyco Share Consolidation Proposal:    The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco share consolidation proposal at the Tyco EGM is required to approve the Tyco share consolidation proposal.



3.

Tyco Pre-Merger Authorized Share Capital Increase Proposal:    The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco pre-merger authorized share capital increase proposal at the Tyco EGM is required to approve the Tyco pre-merger authorized share capital increase proposal.



4.

Tyco Share Issuance Proposal:    The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco share issuance proposal at the Tyco EGM is required to approve the Tyco share issuance proposal.

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5.

Tyco Name Change Proposal:    The affirmative vote of 75% of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco name change proposal at the Tyco EGM is required to approve the Tyco name change proposal.



6.

Tyco Authorized Share Capital Increase Proposal:    The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco authorized share capital increase proposal at the Tyco EGM is required to approve the Tyco authorized share capital increase proposal.



7.

Tyco Allotment Authority Proposal:    The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco allotment authority proposal at the Tyco EGM is required to approve the Tyco allotment authority proposal.



8.

Tyco Pre-emption Waiver Proposal:    The affirmative vote of 75% of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco pre-emption waiver proposal at the Tyco EGM is required to approve the Tyco pre-emption waiver proposal.



9.

Tyco Share Renominalization Proposal:    The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco share renominalization proposal at the Tyco EGM is required to approve the Tyco renominalization proposal.



10.

Tyco Distributable Reserves Creation Proposal:    The affirmative vote of 75% of the votes cast, either in person or by proxy, by shareholders entitled to vote on the Tyco distributable reserves creation proposal at the Tyco EGM is required to approve the Tyco distributable reserves creation increase proposal.

Treatment of Abstentions; Failure to Vote

        Because the vote required to approve each of the Tyco proposals is based on votes properly cast at the Tyco EGM, and because abstentions are not considered votes properly cast, abstentions, along with failures to vote, will have no effect on such proposals (except that failures to vote will not, but abstentions will, be counted towards determining whether a quorum is present).

Voting of Proxies; Incomplete Proxies

        Giving a proxy means that a Tyco shareholder authorizes the persons named in the enclosed proxy card to vote its shares at the Tyco EGM in the manner it directs. A Tyco shareholder may vote by proxy or in person at the Tyco EGM. If you hold your Tyco ordinary shares in your name as a shareholder of record, to submit a proxy, you, as a Tyco shareholder, may use one of the following methods:

•

By Internet.  The web address and instructions for Internet proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Internet proxy submission via the web address indicated on the enclosed proxy card is available 24 hours a day. If you choose to submit your proxy by Internet, then you do not need to return the proxy card. To be valid, your Internet proxy must be received by 11:59 p.m. (U.S. Eastern Time) on August 14, 2016.



•

By Telephone.  The toll-free number for telephone proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Telephone proxy submission is available 24 hours a day. If you choose to submit your proxy by telephone, then you do not need to return the proxy card. To be valid, your telephone proxy submission must be received by 11:59 p.m. (U.S. Eastern Time) on August 14, 2016.

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•

By Mail.  Mark the enclosed proxy card, sign and date it, and return it in the postage-paid envelope you have been provided. To be valid, your proxy by mail must be received by 11:59 p.m. (U.S. Eastern Time) on August 14, 2016.



•

In Person.  You may also vote your shares in person at the Tyco EGM.

        Tyco requests that Tyco shareholders submit their proxies over the Internet, by telephone or by completing and signing the accompanying proxy card and returning it to Tyco in the enclosed postage-paid envelope as soon as possible. When the accompanying proxy card is returned properly executed, the Tyco ordinary shares represented by it will be voted at the Tyco EGM in accordance with the instructions contained on the proxy card.

        If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Tyco ordinary shares represented by your proxy will be voted "FOR" each proposal in accordance with the recommendation of the Tyco board of directors. Unless you check the box on your proxy card to withhold discretionary authority, the proxyholders may use their discretion to vote on the proposals relating to the Tyco EGM.

        If you are a shareholder of record of Tyco and you choose to submit your proxy by telephone by calling the toll-free number on your proxy card, your use of that telephone system and in particular the entry of your pin number/other unique identifier, will be deemed to constitute your appointment, in writing and under hand, and for all purposes of the Irish Companies Act, of each of the Chief Executive Officer and Chief Financial Officer of Tyco as your proxy to vote your shares on your behalf in accordance with your telephone instructions

        If your Tyco ordinary shares are held in "street name" by a bank, broker or other nominee, you should check the voting form used by that firm to determine whether you may submit a proxy by telephone or give voting instructions over the Internet.

Shares Held in "Street Name"

        If your Tyco ordinary shares are held in "street name" through a bank, broker or other nominee, you must instruct such bank, broker or other nominee on how to vote the shares by following the instructions that the bank, broker or other nominee provides you along with this joint proxy statement/prospectus. Your bank, broker or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your Tyco ordinary shares, so you should read carefully the materials provided to you by your bank, broker or other nominee.

        You may not vote shares held in "street name" by returning a proxy card directly to Tyco or by voting in person at the Tyco EGM unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Further, banks, brokers or other nominees who hold Tyco ordinary shares on behalf of their customers may not give a proxy to Tyco to vote those shares with respect to any of the Tyco proposals without specific instructions from their customers, as banks, brokers and other nominees do not have discretionary voting power on any of the Tyco proposals. Therefore, if your Tyco ordinary shares are held in "street name" and you do not instruct your bank, broker or other nominee on how to vote your shares, your shares will have no effect on the vote count for any of the Tyco proposals.

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Revocability of Proxies and Changes to a Tyco Shareholder's Vote

        As a Tyco shareholder, you may revoke a proxy at any time before your proxy is voted at the Tyco EGM and you may change your vote within the timelines set forth below. If you are a Tyco shareholder of record, you can do this by:

•

timely delivering written notice that you have revoked your proxy to the company secretary of Tyco at the following address:

Tyco International plc
1 Albert Quay
Cork, Ireland
Attention: Company Secretary

•

submitting a proxy by telephone again or giving voting instructions over the Internet again no later than 11:59 p.m. (U.S. Eastern Time) on August 14, 2016;



•

signing and returning by mail a proxy card with a later date so that it is received no later than 11:59 p.m. (U.S. Eastern Time) on August 14, 2016; or



•

attending the Tyco EGM and voting by ballot in person.

        Attending the Tyco EGM will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail. If you wish to change your vote at the Tyco EGM, you must vote by ballot at such meeting to change your vote.

        If you are a Tyco shareholder whose shares are held in "street name" by a bank, broker or other nominee, you may revoke your proxy and vote your shares in person at the Tyco EGM only in accordance with applicable rules and procedures as employed by such bank, broker or other nominee. If your shares are held in an account at a bank, broker or other nominee, you should contact your bank, broker or other nominee to change your voting instructions.

Solicitation of Proxies

        The cost of solicitation of proxies from Tyco shareholders will be borne by Tyco. Tyco will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Tyco ordinary shares. Tyco has retained a professional proxy solicitation firm, MacKenzie, to assist in the solicitation of proxies for a fee of up to $75,000 plus reasonable out-of-pocket expenses. In addition to solicitations by mail, Tyco's directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation.

Attending the Tyco EGM

        All Tyco shareholders as of the record date are invited to attend the Tyco EGM. For admission to the Tyco EGM, shareholders of record should bring the admission ticket attached to the enclosed proxy card to the Registered Shareholders check-in area, where their ownership will be verified. Those who have beneficial ownership of shares held by a bank, broker or other nominee should come to the Beneficial Owners check-in area. To be admitted, beneficial owners must bring account statements or letters from their banks or brokers showing that they own Tyco shares. Registration will begin at 8:00 a.m., local time.

Assistance

        If you need assistance in completing your proxy card or have questions regarding the Tyco EGM, please contact MacKenzie, the proxy solicitation agent for Tyco, by mail at 105 Madison Avenue, New York, NY 10016, or by telephone toll-free at (800) 322-2885 or collect at (212) 929-5500.

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TYCO PROPOSALS

Tyco Governing Documents Proposals (Resolutions 1 and 2)

        Tyco is asking its shareholders to approve amendments to its memorandum and articles of association. Under Irish law separate resolutions are required to approve amendments to the memorandum of association of Tyco, which sets out amongst other things the corporate objects of Tyco, and the articles of association of Tyco, which regulate amongst other matters the governance of Tyco. Accordingly, resolution 1 of the Tyco EGM proposes amendments to the corporate objects set out in the memorandum of association and resolution 2 proposes amendments to the articles of association of Tyco. Both resolutions 1 and 2 are proposed as special resolutions.

Summary of Changes to the Memorandum and Articles of Association

        The amendments to the Tyco memorandum and articles of association are either required to implement or facilitate the merger or governance changes required by the merger agreement or, in some instances, to update for recent statutory changes in Irish company law. The key amendments are as follows:

•

Clause 3 of the memorandum of association, which sets out the corporate objects of Tyco, will be updated to reflect the expanded activities of the combined company and to delete objects inserted for prior transactions that are no longer relevant to the combined company.



•

Article 1 of the articles of association will be updated to clarify that sections 83 and 84 of the Irish Companies Act apply to Tyco. These sections contain the powers for a company to effect capital variations (which will facilitate the implementation of the Tyco share consolidation proposal and the Tyco share renominalization proposal) and to effect capital reductions (which will facilitate the implementation of the Tyco distributable reserves creation proposal), and article 2(g) which previously dealt with an analogous subject matter will be deleted. Article 137(a) will be amended for consistency with the update to Article 1.



•

The definitions of "Act" and "Acts" in article 2(a) of the articles of association will be updated to reflect the current Irish Companies Act now in force.



•

Article 30 of the articles of association will also be amended to facilitate the Tyco share renominalization proposal, in particular by permitting the par value of the ordinary shares of Tyco to remain as $0.01 following the share consolidation by passing an ordinary resolution rather than a special resolution.



•

Article 74(a) of the articles of association will be updated to reflect section 183 of the Irish Companies Act now in force which permits the articles of association to provide for the time by which the instrument of proxy must be deposited with the company in advance of a general meeting of shareholders.



•

Article 107 of the articles of association will be amended and article 107A will be inserted to reflect the proposed governance arrangements of the combined company, including the proposed appointments to the roles of Chairman, Executive Chairman, Chief Executive Officer, President and Chief Operating Officer in accordance with the merger agreement. Article 107A provides that from the effective time of the merger until the date that is three months after the second succession date, the appointment, removal or replacement of the Chief Executive Officer, Chairman, Executive Chairman, President or Chief Operating Officer of the combined company other than as set forth in the merger agreement would require the affirmative vote of at least 75% of the non-executive directors of the combined company. See "Merger Agreement—Covenants and Agreements—Post-Merger Governance Matters."

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•

A number of other articles will be amended for consistency with the amendments to article 107 and the insertion of article 107A, specifically articles 87, 108(a), 112, 116 and the definition of "Chairman" in article 2(a).

        Holders of Tyco ordinary shares should read this joint proxy statement/prospectus in its entirety, including in particular the amendments to the Tyco memorandum and articles of association set forth in Annex B-1 and Annex B-2.

        Save for the amendments to articles 1, 30, 74(a) and 137(a) and the definitions of "Act" and "Acts," the amendments to the memorandum and articles of association will take effect from and are conditional upon the consummation of the merger and Tyco will not effect these changes if the merger is not consummated, notwithstanding that Tyco shareholders may have previously approved the Tyco governing documents proposals. The amendments to articles 1, 30, 74(a) and 137(a) and the definitions of "Act" and "Acts," will take immediate effect on the passing of resolution 2 and are not conditional on the merger being consummated as they are required to be in force before the merger is consummated in order to facilitate the Tyco share consolidation proposal and the Tyco share renominalization proposal and since they constitute changes which do not involve a material change from the current governance of Tyco.

Vote Required and Tyco Board Recommendation

        The affirmative vote of at least 75% of the votes cast, either in person or by proxy, at the Tyco EGM for each of resolutions 1 and 2 is required to approve the Tyco governing documents proposals.

        Consummation of the merger is conditioned on approval of the Tyco governing documents proposals.

        The Tyco board of directors unanimously recommends a vote "FOR" each of the Tyco governing documents proposals.

Tyco Share Consolidation Proposal (Resolution 3)

        Tyco is asking its shareholders to approve the Tyco share consolidation proposal. By approving the Tyco share consolidation proposal, the Tyco shareholders approve, subject to the consummation of the merger, the Tyco share consolidation which will occur immediately prior to the consummation of the merger and immediately prior to the pre-merger authorized share capital increase (resolution 4) becoming effective. If the Tyco shareholders approve the Tyco share consolidation proposal and Tyco effects the Tyco share consolidation, then each issued and outstanding Tyco ordinary share of nominal value $0.01 will be consolidated into 0.955 Tyco ordinary shares of nominal value of approximately $0.01047, which will become ordinary shares of the combined company in the merger. The Tyco share consolidation proposal is being proposed as an ordinary resolution, as resolution 3 at the Tyco EGM.

        If Tyco effects the Tyco share consolidation, then, except for adjustments that may result from the treatment of fractional entitlements as described below, prior to giving effect to the merger each Tyco shareholder will hold the same percentage of then-outstanding Tyco ordinary shares immediately following the Tyco share consolidation as such Tyco shareholder held immediately prior to the Tyco share consolidation.

Principal Effects of the Share Consolidation

        If Tyco shareholders approve the Tyco share consolidation proposal and Tyco effects the Tyco share consolidation, each Tyco shareholder will own a reduced number of Tyco ordinary shares upon the effectiveness of the Tyco share consolidation. Tyco would effect the Tyco share consolidation simultaneously for all outstanding Tyco ordinary shares. The Tyco share consolidation will change the nominal value of Tyco ordinary shares from $0.01 to approximately $0.01047 per share. The Tyco share

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consolidation will affect all Tyco shareholders uniformly and will not change any Tyco shareholder's percentage ownership interest in Tyco, except to the extent that the Tyco share consolidation would result in any Tyco shareholder otherwise owning a fractional entitlement to a share, which will be dealt with in the manner described under "—Fractional Entitlements" below. Therefore, voting rights and other rights and preferences of the holders of Tyco ordinary shares will not be affected by the Tyco share consolidation (save in respect of fractional entitlements). Tyco ordinary shares issued pursuant to the Tyco share consolidation will remain fully paid.

        As of the effective time of the Tyco share consolidation, pursuant to and in accordance with the anti-dilution provisions of Tyco's equity incentive plans, Tyco will appropriately and proportionately adjust the number of Tyco ordinary shares issuable in respect of outstanding equity incentive awards, the exercise price of all outstanding options, the total number of Tyco ordinary shares that may be the subject of future grants as well as the individual ordinary share limits under Tyco's equity incentive plans.

        Registered Tyco shareholders hold their Tyco ordinary shares in book-entry form and do not have share certificates evidencing their ownership of Tyco ordinary shares. They are, however, provided with a statement reflecting the number of shares registered in their accounts. You do not need to take any action to receive your post-Tyco share consolidation shares. If you are entitled to post-Tyco share consolidation shares, a transaction statement will automatically be sent to your address of record indicating the number of shares you hold.

Fractional Entitlements

        Tyco will not issue any fractional Tyco ordinary shares in connection with the Tyco share consolidation. Under the Tyco share consolidation, each shareholder who would otherwise be entitled to receive a fractional Tyco ordinary share as a result of the Tyco share consolidation will, with respect to such fractional entitlement, be entitled to receive cash in lieu of such fractional entitlement in an amount equal to the net cash proceeds attributable to the sale of such fractional entitlement following the aggregation and sale by Tyco's transfer agent of all Tyco ordinary shares otherwise issuable, on the basis of prevailing market prices at such time.

Accounting Matters

        The Tyco share consolidation will not affect the total ordinary shareholders' equity on Tyco's balance sheet. The per share earnings or losses and net book value of Tyco will be increased after effecting the Tyco share consolidation immediately prior to consummating the merger because there will be fewer Tyco ordinary shares outstanding.

No Appraisal Rights

        Under Irish law, Tyco shareholders are not entitled to appraisal rights with respect to the Tyco share consolidation.

Vote Required and Tyco Board Recommendation

        The affirmative vote of holders of at least a majority of the votes cast, either in person or by proxy, at the Tyco EGM is required to approve the Tyco share consolidation proposal.

        Tyco will only effect the Tyco share consolidation contemplated by the Tyco share consolidation proposal in connection with consummation of the merger, with the Tyco share consolidation taking place immediately before the merger becomes effective and immediately before the pre-merger authorized share capital increase becomes effective (resolution 4).

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        Consummation of the merger is conditioned on the approval and implementation of the Tyco share consolidation proposal.

        The Tyco board of directors unanimously recommends a vote "FOR" the Tyco share consolidation proposal.

Tyco Pre-Merger Authorized Share Capital Increase Proposal (Resolution 4)

        In the merger, each share of Johnson Controls common stock (other than certain shares described in the merger agreement) will be converted into the right to receive, at the election of the holder of such share and subject to the proration procedures set forth in the merger agreement, either (i) one ordinary share of the combined company or (ii) $34.88 in cash, without interest. As a result, Tyco must have the ability to issue new ordinary shares as share consideration in the merger. Therefore it is necessary to ensure that Tyco has sufficient authorized but unissued shares immediately prior to the merger to satisfy the requirements of the merger.

        Tyco is asking its shareholders to approve the Tyco pre-merger authorized share capital increase proposal. Under the Tyco memorandum and articles of association, Tyco has a maximum authorized share capital of 1,000,000,000 ordinary shares of $0.01 each (together with 100,000,000 preferred shares of $0.01 each and 40,000 ordinary A shares of €1.00 each), of which 573,854,788 were unissued as of June 15, 2016. The authorized ordinary share capital would be reduced to 955,000,000 ordinary shares as a result of the Tyco share consolidation. The number of shares to be issued to Johnson Controls shareholders under the merger agreement may exceed the available authorized but unissued number of ordinary shares. Under Irish law, separate ordinary resolutions of shareholders are required to (i) increase the current authorized share capital of Tyco and (ii) authorize the directors of Tyco to issue and allot those shares in accordance with section 1021 of the Irish Companies Act. Accordingly resolution 4 of the Tyco EGM proposes to increase the authorized share capital of Tyco to a total of 1,000,000,000 ordinary shares of $0.01047 each (the number of authorized ordinary shares of Tyco immediately prior to the Tyco share consolidation), and resolution 5 of the Tyco EGM proposes to authorize the directors of Tyco under section 1021 of the Irish Companies Act to issue shares up to the increased maximum authorized but unissued share capital for the purposes of issuing shares pursuant to the merger agreement. The issuance by the directors of authorized but unissued share capital following the approval of the Tyco pre-merger authorized share capital increase proposal will still be subject to shareholder approval pursuant to the Tyco share issuance proposal (resolution 5).

Vote Required and Tyco Board Recommendation

        The affirmative vote of holders of at least a majority of the votes cast, either in person or by proxy, at the Tyco EGM, is required to approve the Tyco pre-merger authorized share capital increase proposal.

        Consummation of the merger is conditioned on approval of the Tyco pre-merger authorized share capital increase proposal.

        The Tyco board of directors unanimously recommends a vote "FOR" the Tyco pre-merger authorized share capital increase proposal.

Tyco Share Issuance Proposal (Resolution 5)

        Tyco is asking its shareholders to approve the Tyco share issuance proposal. Under NYSE rules, shareholder approval is required prior to the issuance of shares if the number of shares to be issued in a transaction equals 20% or more of the number of shares outstanding prior to the issuance. It is currently expected that the issuance of ordinary shares by Tyco pursuant to the merger agreement will result in the issuance of a number of ordinary shares equal to approximately 124% of the Tyco ordinary shares expected to be outstanding prior to the merger.

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        Under section 1021 of the Irish Companies Act, an ordinary resolution of Tyco shareholders is required to authorize the directors to issue and allot ordinary shares. Tyco currently has an authority in place for its directors to issue up to its current authorized share capital. Since the maximum authorized share capital is being increased under resolution 4 to facilitate the issuance of shares under the merger agreement, a resolution is also required to authorize the directors of Tyco to issue shares up this new maximum level. The Tyco share issuance proposal therefore proposes to authorize the directors of Tyco to issue and allot shares in accordance with section 1021 of the Irish Companies Act up to the increased maximum authorized share capital provided for in resolution 4 for the purposes of issuing shares pursuant to the merger agreement. The authorities under the Tyco share issuance proposal will expire on the earlier of the Tyco annual general meeting in 2017 and June 9, 2017.

        The Tyco share issuance proposal is being proposed as an ordinary resolution, as resolution 5 at the Tyco EGM.

Vote Required and Tyco Board Recommendation

        The affirmative vote of holders of at least a majority of the votes cast, either in person or by proxy, at the Tyco EGM, is required to approve the Tyco share issuance proposal.

        Consummation of the merger is conditioned on approval of the Tyco share issuance proposal. The issuance of the ordinary shares contemplated by the Tyco share issuance proposal will become effective only if the merger is consummated.

        The Tyco board of directors unanimously recommends a vote "FOR" the Tyco share issuance proposal.

Tyco Name Change Proposal (Resolution 6)

        Tyco is asking its shareholders to approve the Tyco name change proposal. Under the merger agreement, upon the consummation of the merger, the name of the combined company shall be "Johnson Controls International plc." Since Tyco will be the parent company in the group of the combined company following the consummation of the merger, Tyco's current corporate name of Tyco International plc will be required to be changed. Under Irish law a change of name requires the approval of a special resolution, with the change of name subsequently being filed with the Registrar of Companies in Ireland, which will have final approval over the new name. Accordingly, Tyco is asking its shareholders to adopt resolution 6 as a special resolution to effect the Tyco name change.

        Pursuant to the merger agreement, Tyco will seek to change the trading symbol of its ordinary shares listed on the NYSE to "JCI" after the effective time of the merger.

Vote Required and Tyco Board Recommendation

        The affirmative vote of at least 75% of the votes cast, either in person or by proxy, at the Tyco EGM, is required to approve the Tyco name change proposal.

        If Tyco and Johnson Controls do not consummate the merger, Tyco will not effect the name change contemplated by the Tyco name change proposal, notwithstanding that Tyco shareholders may have previously approved the Tyco name change proposal.

        Consummation of the merger is conditioned on approval of the Tyco name change proposal. The name change contemplated by the Tyco name change proposal will become effective only if the merger is consummated.

        The Tyco board of directors unanimously recommends a vote "FOR" the Tyco name change proposal.

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Tyco Authorized Share Capital Increase Proposal (Resolution 7)

        As of June 15, 2016, Tyco had approximately 573,854,788 ordinary shares remaining available for issue, representing 57% of Tyco's total authorized ordinary shares, with approximately 15,579,848 of such ordinary shares reserved for issuance to meet obligations with respect to outstanding employee equity awards under Tyco's employee equity plans. As of June 15, 2016, Johnson Controls had approximately 1,158,733,382 shares of common stock remaining available for issue, representing 64% of Johnson Controls' total authorized shares, with approximately 19,957,965 of such shares reserved to meet obligations with respect to outstanding employee equity awards for issuance under Johnson Controls' employee equity plans. As a result of the merger, the combined company will have used almost all of its authorized but unissued ordinary share capital immediately following the consummation of the merger, with approximately 62,542,787 ordinary shares remaining available for issue, representing approximately 6% of the combined company's total authorized ordinary shares, and approximately 34,836,720 of such ordinary shares reserved for issuance under the combined company's employee equity plans. As a result, the combined company will be very limited in its ability to issue new ordinary shares, including shares to be issued under employee equity plans or as part of a stock for stock acquisition. Tyco is asking its shareholders to approve the Tyco authorized share capital increase proposal in order to preserve a level of headroom in the authorized share capital of the combined company approximately proportionate to the aggregate headroom in the authorized share capital of Johnson Controls and Tyco prior to the merger, and to maintain the proportion of Tyco preferred shares to ordinary shares. If the Tyco authorized share capital increase proposal is approved, immediately following the consummation of the merger, approximately 1,062,542,787 ordinary shares of the combined company will remain available for issue, representing approximately 53% of the combined company's total authorized ordinary shares, with approximately 34,836,720 of such ordinary shares reserved for issuance under the combined company's employee equity plans.

        Under Irish law, an ordinary resolution of shareholders is required to increase the authorized share capital of Tyco. Accordingly, resolution 7 of the Tyco EGM, which is being put forward as an ordinary resolution, proposes to increase the authorized share capital of Tyco immediately following the consummation of the merger by an increase of 1,000,000,000 ordinary shares (representing approximately 106% of the expected issued ordinary shares immediately following the consummation of the merger) and 100,000,000 preferred shares. The issuance by the directors of authorized but unissued share capital following the approval of the Tyco authorized share capital increase proposal will still be subject to shareholder approval pursuant to the Tyco allotment authority proposal (resolution 8) and, in the case of issuances that opt-out of statutory pre-emption rights, the Tyco pre-emption waiver proposal (resolution 9).

Vote Required and Tyco Board Recommendation

        The affirmative vote of holders of at least a majority of the votes cast, either in person or by proxy, at the Tyco EGM, is required to approve the Tyco authorized share capital increase proposal.

        Consummation of the merger is not conditioned on approval of the Tyco authorized share capital increase proposal. Accordingly, you may vote not to approve the Tyco authorized share capital increase proposal and to approve the other proposals which are conditions to the consummation of the merger.

        The Tyco authorized share capital increase proposal is conditional on the merger being consummated as there will not be a requirement to increase the authorized share capital in the absence of new shares being issued to Johnson Controls shareholders pursuant to the merger, as there will remain sufficient authorized but unissued share capital for Tyco's current requirements. The increase to the authorized share capital pursuant to the Tyco authorized share capital increase proposal will take effect from and is conditional upon the consummation of the merger and will not effect any change if

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the merger is not consummated, notwithstanding that Tyco shareholders may have previously approved the Tyco authorized share capital increase proposal.

        The Tyco board of directors unanimously recommends a vote "FOR" the Tyco authorized share capital increase proposal.

Tyco Allotment Authority Proposal (Resolution 8)

        Under Irish law (section 1021 of the Irish Companies Act), directors of an Irish public limited company must have authority from its shareholders to issue any shares, including shares which are part of the company's authorized but unissued share capital. Tyco's authorization (subject to the passing of resolutions 4 and 5) is to issue up to the entire of the authorized but unissued share capital of the company as increased by resolution 4. Following the consummation of the merger, the combined company will have used almost all of its authorized but unissued ordinary share capital and therefore the authority of its directors to issue further shares. As a result, the combined company will have a limited ability to issue new ordinary shares.

        It is customary practice in Ireland to seek shareholder authority to issue shares up to an aggregate nominal value of up to 33% of the aggregate nominal value of the company's issued share capital and for such authority to be renewed each year. Therefore, in accordance with customary practice in Ireland, Tyco is seeking approval pursuant to an ordinary resolution at the Tyco EGM to authorize the board of directors of the combined company to issue shares up to a maximum nominal value of approximately 33% of the aggregate nominal value of its expected issued share capital immediately following the consummation of the merger for a period expiring on the earlier of the date of the combined company's annual general meeting in 2017 or June 9, 2017, unless otherwise varied, revoked or renewed. The directors of the combined company expect to propose renewal of this authorization on a regular basis at its annual general meetings in subsequent years.

Vote Required and Tyco Board Recommendation

        The affirmative vote of holders of at least a majority of the votes cast, either in person or by proxy, at the Tyco EGM is required to approve the Tyco allotment authority proposal.

        Consummation of the merger is not conditioned on approval of the Tyco allotment authority proposal. Accordingly, you may vote not to approve the Tyco allotment authority proposal and to approve the other proposals which are conditions to the consummation of the merger.

        The Tyco allotment authority proposal is, however, conditional on the merger being consummated. There will not be a requirement to increase the directors' authority to issue shares in the absence of new shares being issued to Johnson Controls shareholders pursuant to the merger, because the existing authorization is expected to be sufficient for Tyco's current requirements. The Tyco allotment authority proposal is also conditional on the Tyco authorized share capital increase proposal being approved. The Tyco allotment authority will not effect any change if the merger is not consummated, notwithstanding that Tyco shareholders may have previously approved the Tyco allotment authority proposal.

        The Tyco board of directors unanimously recommends a vote "FOR" the Tyco allotment authority proposal.

Tyco Pre-Emption Waiver Proposal (Resolution 9)

        Under Irish law (section 1022 of the Irish Companies Act), unless otherwise authorized by a special resolution or the constitution of the company, when an Irish public limited company issues ordinary shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders of the company on a pro rata basis (commonly referred to as the statutory pre-emption right).

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        Tyco's current authorization (granted on September 8, 2014) is to issue up to the entire of the authorized but unissued share capital of the company as of the date of the authorization without applying pre-emption rights. Following the consummation of the merger, the combined company will have used almost all of its authorized but unissued ordinary share capital and therefore the authority of its directors to issue further shares without applying pre-emption rights. As a result, the combined company will have a limited ability to issue new ordinary shares.

        It is customary practice in Ireland to seek shareholder authority to opt-out of the statutory pre-emption rights provision in the case of issuances of shares for cash if the issuance is limited to up to 5% of a company's issued share capital. It is also customary practice for such authority to be subject to renewal each year.

        Therefore, in accordance with customary practice in Ireland, Tyco is seeking approval, pursuant to a special resolution, at the Tyco EGM to authorize the board of directors of the combined company to issue shares for cash up to a maximum of approximately 5% of its expected issued share capital following the consummation of the merger, without applying statutory pre-emption rights for a period expiring on the earlier of the annual general meeting in 2017 or June 9, 2017, unless otherwise varied, renewed or revoked. The directors of the combined company expect to propose the renewal of this authorization on a regular basis at its annual general meetings in subsequent years.

Vote Required and Tyco Board Recommendation

        The affirmative vote of at least 75% of the votes cast, either in person or by proxy, at the Tyco EGM, is required to approve the Tyco pre-emption waiver proposal.

        Consummation of the merger is not conditioned on approval of the Tyco pre-emption waiver proposal. Accordingly, you may vote not to approve the Tyco pre-emption waiver proposal and to approve the other proposals which are conditions to the consummation of the merger.

        The Tyco pre-emption waiver proposal is, however, conditional on the Tyco allotment authority proposal being approved, which is itself conditional on the merger being consummated as there will not be a requirement to increase the directors' authority to issue shares on a non-pre-emptive basis in the absence of new shares being issued to Johnson Controls shareholders pursuant to the merger, as the existing authorization is expected to be sufficient for Tyco's current requirements. The Tyco pre-emption waiver proposal will not effect any change if the merger is not consummated, notwithstanding that Tyco shareholders may have previously approved the Tyco pre-emption waiver proposal.

        The Tyco board of directors unanimously recommends a vote "FOR" the Tyco pre-emption waiver proposal.

Renominalization of Tyco Ordinary Shares (Resolution 10)

        Tyco is asking its shareholders to approve the Tyco share renominalization proposal. As a result of the Tyco share consolidation, the par value of each Tyco share will be $0.0104712041884817 (having previously been $0.01 immediately prior to the Tyco share consolidation), which is an inconvenient number for practical usage. Under section 83 of the Irish Companies Act as applied by the articles of association of Tyco (as amended pursuant to the Tyco governing documents proposals), the par value of a Tyco share may be decreased with the amount of the deduction being credited to the undenominated share capital of Tyco with the approval of an ordinary resolution. The Tyco share renominalization proposal, if approved, will decrease the par value of each Tyco ordinary share resulting in a par value per ordinary share of $0.01, thereby resulting in ordinary shares in the combined company having a par value of $0.01. Other than resetting the par value to the same figure that applied immediately before the Tyco share consolidation, the share renominalization shall not have any impact on the Tyco

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ordinary shares. In particular, the share renominalization shall not affect or reduce in any way the entitlements of the ordinary share on a dividend or distribution by Tyco or upon a liquidation of Tyco. The Tyco share consolidation proposal is being proposed as an ordinary resolution, as resolution 3 at the Tyco EGM.

Vote Required and Tyco Board Recommendation

        The affirmative vote of holders of at least a majority of the votes cast, either in person or by proxy, at the Tyco EGM is required to approve the Tyco share renominalization proposal.

        Tyco will only effect the renominalization contemplated by the Tyco share renominalization proposal in connection with the consummation of the merger, with the Tyco share renominalization taking place after the Tyco share consolidation becomes effective and immediately after the pre-merger authorized share capital increase becomes effective (resolution 4).

        Consummation of the merger is not conditioned on approval of the Tyco share renominalization proposal. Accordingly, you may vote not to approve the Tyco share renominalization proposal and to approve the other proposals which are conditions to the consummation of the merger.

        The Tyco share renominalization proposal is, however, conditional on the Tyco share consolidation occurring, as the Tyco share renominalization would not be required in the absence of the Tyco share consolidation. If the merger is not consummated and the Tyco share consolidation does not occur, the Tyco share renominalization proposal shall have no effect, notwithstanding that Tyco shareholders may have previously approved the Tyco share renominalization proposal.

        The Tyco board of directors unanimously recommends a vote "FOR" the Tyco share renominalization proposal.

Tyco Distributable Reserves Creation Proposal (Resolution 11)

        In the merger, each share of Johnson Controls common stock (other than certain shares described in the merger agreement) will be converted into the right to receive, at the election of the holder of such share and subject to the proration procedures set forth in the merger agreement, either (i) one ordinary share of the combined company or (ii) $34.88 in cash, without interest. This is expected to significantly increase the amount standing to the credit of the Tyco's share premium account by an amount approximately equal to the market capitalization of Johnson Controls prior to the merger less the cash consideration paid to Johnson Controls shareholders under the merger.

        Under Irish law, Tyco may only make distributions (including the payment of cash dividends) to its shareholders or fund share buy-backs from "distributable reserves" in its unconsolidated balance sheet (prepared in accordance with Irish law). Distributable reserves generally means the accumulated realized profits of Tyco less accumulated realized losses of Tyco and can include reserves created by way of capital reductions. (Dividends and distributions by Tyco would also be subject to additional limitations under Irish law.) Significantly, distributable reserves do not include share premium, such as the significant share premium that will be created as a result of the issuance of shares of the combined company to Johnson Controls shareholders under the merger agreement.

        It is expected that, as soon as practicable following the consummation of the merger, Tyco, as the combined company, will seek to obtain the approval of the High Court of Ireland to convert all (or such other lesser amount as the board of directors of Tyco or the High Court of Ireland may determine) of its share premium to distributable reserves. The approval of the High Court of Ireland is required for the Tyco distributable reserves creation to be effective. Before such approval can be obtained, the shareholders of Tyco must first have passed a special resolution authorizing the Tyco distributable reserves creation. Accordingly, Tyco is proposing as resolution 11 that Tyco shareholders approve the Tyco distributable reserves creation proposal at the Tyco EGM as a special resolution so

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that the combined company will have additional flexibility to fund dividends, distributions and buy-backs following the merger.

        Shareholder approval of the Tyco distributable reserves creation is not a guarantee that the merger will occur or that, if it occurs, Tyco will pay dividends or distributions or implement share buy-backs at any time. Even if each of the merger and the Tyco distributable reserves creation is consummated, the board of directors of the combined company may decide not to pay dividends or distributions or implement share buy-backs. In addition, although Tyco is not aware of any reason why the High Court of Ireland would not approve the Tyco distributable reserves creation, there is no guarantee that such approval will be forthcoming.

Vote Required and Tyco Board Recommendation

        The affirmative vote of at least 75% of the votes cast, either in person or by proxy, at the Tyco EGM, is required to approve the Tyco distributable reserves creation proposal.

        Consummation of the merger is not conditioned on approval of the Tyco distributable reserves creation proposal. Accordingly, you may vote not to approve the Tyco distributable reserves creation proposal and to approve the other proposals which are conditions to the consummation of the merger.

        If Tyco and Johnson Controls do not consummate the merger, Tyco will not effect the distributable reserves creation by way of capital reduction contemplated by the Tyco distributable reserves creation proposal, notwithstanding that Tyco shareholders may have previously approved the Tyco distributable reserves creation proposal.

        The Tyco board of directors unanimously recommends a vote "FOR" the Tyco distributable reserves creation proposal.

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INFORMATION ABOUT THE COMPANIES

Johnson Controls

Johnson Controls, Inc.
5757 North Green Bay Avenue
Milwaukee, Wisconsin 53209
Phone: (414) 524-1200

        Johnson Controls was originally incorporated in the state of Wisconsin in 1885 as Johnson Electric Service Company to manufacture, install and service automatic temperature regulation systems for buildings. The company was renamed to Johnson Controls, Inc. in 1974. Johnson Controls is a global diversified technology and industrial leader serving customers in more than 150 countries. Johnson Controls' 155,000 employees create quality products, services and solutions to optimize energy and operational efficiencies of buildings; lead-acid automotive batteries and advanced batteries for hybrid and electric vehicles; and seating components and systems for automobiles. On July 24, 2015, Johnson Controls announced plans to separate its Automotive Experience business, which will be named Adient, from the rest of Johnson Controls by means of a spin-off of Adient. Johnson Controls has announced that, subject to final board approval of the spin-off, the spin-off is currently expected to be completed following the merger in the beginning of Johnson Controls' 2017 fiscal year, consistent with the timeline previously announced by Johnson Controls.

Tyco

Tyco International plc
1 Albert Quay
Cork, Ireland
Phone: 353-21-426-0000

        Tyco is a leading global provider of security products and services, fire detection and suppression products and services and life safety products. Tyco utilizes its extensive global footprint of approximately 900 locations, including manufacturing facilities, service and distribution centers, monitoring centers and sales offices, to provide solutions and localized expertise to its global customer base. Tyco provides an extensive range of product and service offerings, sold under well-known brands such as Tyco, SimplexGrinnell, Sensormatic, Ansul, Simplex, Scott and ADT (other than in the United States, Canada, South Africa and Korea), to over 3 million customers in more than 100 countries across commercial, industrial, retail, small business, institutional and governmental markets, as well as non-U.S. residential markets.

Merger Sub

Jagara Merger Sub LLC
c/o Tyco International plc
1 Albert Quay
Cork, Ireland
Phone: 353-21-426-0000

        Merger Sub is a Wisconsin limited liability company and indirect wholly owned subsidiary of Tyco. Merger Sub was formed on January 20, 2016 for the sole purpose of effecting the merger. As of the date of this joint proxy statement/prospectus, Merger Sub has not conducted any activities other than those incidental to its formation, the execution of the merger agreement, the preparation of applicable filings under U.S. securities laws and regulatory filings made in connection with the proposed transaction.

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THE MERGER

        This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A and is incorporated by reference into this joint proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You should read the entire merger agreement carefully as it is the legal document that governs the merger. This section is not intended to provide you with any factual information about Johnson Controls or Tyco. Such information can be found elsewhere in this joint proxy statement/prospectus and in the public filings Johnson Controls and Tyco make with the SEC that are incorporated by reference into this joint proxy statement/prospectus, as described in the section entitled "Where You Can Find More Information."

Structure of the Merger

        Under the terms of the merger agreement, the businesses of Johnson Controls and Tyco will be combined under a single company. The merger is structured as a "reverse merger," in which Johnson Controls will merge with an indirect wholly owned subsidiary of Tyco, with Tyco being the parent entity of the combined company. Following the merger, Tyco will change its name to "Johnson Controls International plc" (subject to the approval of the Registrar of Companies in Ireland) and is referred to as the "combined company."

        After consummation of the merger, Johnson Controls shareholders and Tyco shareholders are expected to own approximately 56% and 44%, respectively, of the issued and outstanding ordinary shares of the combined company. Shares of Johnson Controls common stock currently trade on the NYSE under the symbol "JCI," and Tyco ordinary shares currently trade on the NYSE under the symbol "TYC." Following the merger, Johnson Controls common stock will be delisted from the NYSE, deregistered under the Exchange Act and cease to be publicly traded, and the ordinary shares of the combined company will be traded on the NYSE under the current Johnson Controls symbol "JCI."

Consideration to be Received by the Johnson Controls Shareholders

        In the merger, each share of Johnson Controls common stock issued and outstanding immediately prior to the effective time of the merger (other than shares held by Johnson Controls, Tyco, Merger Sub and certain subsidiaries of Johnson Controls and Tyco, as described in the merger agreement) will be converted into the right to receive, at the election of its holder (subject to proration as described in this joint proxy statement/prospectus), either:

•

one ordinary share of the combined company; or



•

$34.88 in cash, without interest.

Any non-electing share will be deemed to have elected to receive share consideration.

        Elections by Johnson Controls shareholders for the share consideration and cash consideration will be subject to proration procedures set forth in the merger agreement, such that Johnson Controls shareholders will receive in the aggregate approximately $3.864 billion in cash. As a result, an aggregate of approximately 110,778,083 shares of Johnson Controls will receive the cash consideration. The merger agreement provides for adjustments to and reallocation of the share elections and cash elections made by Johnson Controls shareholders in the event that the cash consideration is undersubscribed or oversubscribed.

        Specifically, if Johnson Controls shareholders elect an aggregate of $3.864 billion, cash electing shares will be converted into the right to receive cash consideration and share electing shares and non-electing shares will be converted into the right to receive share consideration. If Johnson Controls shareholders elect to receive an aggregate of less than $3.864 billion of cash consideration, cash electing

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shares will be converted into the right to receive cash consideration and a portion of the share electing shares and non-electing shares of each Johnson Controls shareholder will be converted into the right to receive cash consideration, with the remaining shares of such Johnson Controls shareholder converted into the right to receive share consideration. If Johnson Controls shareholders elect to receive an aggregate of more than $3.864 billion of cash consideration, share electing shares and non-electing shares will be converted into the right to receive share consideration and a portion of the cash electing shares of each Johnson Controls shareholder will be converted into the right to receive cash consideration, with the remaining shares of such Johnson Controls shareholder converted into the right to receive share consideration. Accordingly, depending on the elections made by other Johnson Controls shareholders, each Johnson Controls shareholder who elects to receive share consideration for all of their shares of Johnson Controls common stock in the merger may receive a portion of their merger consideration in cash consideration and each Johnson Controls shareholder who elects to receive cash consideration for all of their shares of Johnson Controls common stock in the merger may receive a portion of their merger consideration in share consideration. A Johnson Controls shareholder who elects to receive a combination of cash consideration and share consideration for their shares of Johnson Controls common stock in the merger may receive cash consideration and share consideration in a proportion different from that which such shareholder elected. For further information, including hypothetical scenarios demonstrating the possible effects of proration on a holder of 1,000 shares of Johnson Controls common stock, see "The Merger—Consideration to be Received by Johnson Controls Shareholders."

        No holder of Johnson Controls common stock will be issued fractional shares of the combined company in the merger. Each holder of Johnson Controls common stock converted pursuant to the merger, who would otherwise have been entitled to receive a fraction of an ordinary share of the combined company (after aggregating all shares represented by the certificates and book-entry shares delivered by such holder), will instead receive the Johnson Controls fractional share consideration as described in "The Merger Agreement—No Fractional Shares."

        The merger consideration will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend, any dividend or distribution of securities convertible into Johnson Controls common stock or Tyco ordinary shares, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the shares of Johnson Controls common stock or Tyco ordinary shares outstanding after the date of the merger agreement and prior to the effective time of the merger (in each case, other than the Tyco share consolidation).

Tyco Share Consolidation

        The merger agreement provides that, immediately prior to the merger, Tyco shareholders will receive 0.955 ordinary shares of Tyco, which will become ordinary shares of the combined company in the merger, for each Tyco ordinary share they hold. Tyco shareholders will receive these shares by virtue the Tyco share consolidation.

        No holder of Tyco ordinary shares will be issued fractional shares in the Tyco share consolidation. Each holder of Tyco ordinary shares subject to the Tyco share consolidation who would otherwise have been entitled to receive a fraction of an ordinary share of the combined company (after aggregating all shares held by such holder) will receive the Tyco fractional share consideration as described in "The Merger Agreement—No Fractional Shares."

Background of the Merger

        Both the Johnson Controls board of directors and the Tyco board of directors regularly review and discuss from time to time various strategic alternatives and relationships as part of their ongoing efforts to strengthen their businesses and enhance shareholder value.

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        During 2013, 2014 and 2015, Johnson Controls completed several significant initiatives to optimize its portfolio of businesses and execute on its strategy of becoming a leading multi-industrial company. Among other initiatives, Johnson Controls sold its automotive electronics business to Gentex Corporation and Visteon Corporation, acquired Air Distribution Technologies (a provider of air distribution and ventilation solutions), created an automotive interiors joint venture with Yanfeng Automotive Trim Systems, sold its Global Workplace Solutions business to Brookfield Asset Management and CBRE Group, Inc., and entered into an agreement to create a joint venture with certain Hitachi entities to expand its Building Efficiency business.

        In the wake of these transactions, during the summer of 2015, Johnson Controls management and the Johnson Controls board of directors considered a number of possible strategic transactions involving Johnson Controls' Automotive Experience business, its Building Efficiency business and its Power Solutions business.

        With respect to the Automotive Experience business, Johnson Controls explored a possible sale of the business, a joint venture transaction involving the business and a spin-off of the business. Following such process, the Johnson Controls board of directors determined to pursue a spin-off of the Automotive Experience business. On July 21 and 22, 2015, the Johnson Controls board of directors held an in-person meeting. Members of Johnson Controls management and representatives of Centerview Partners LLC (referred to as "Centerview"), financial advisor to Johnson Controls, and Wachtell, Lipton, Rosen & Katz (referred to as "Wachtell Lipton"), outside counsel to Johnson Controls, among other advisors, also attended the meeting. At the meeting, Alex A. Molinaroli, the Chairman, President and Chief Executive Officer of Johnson Controls, discussed with the board the results of their exploration of different alternatives for Johnson Controls' Automotive Experience business, including a potential spin-off of the Automotive Experience business. Following discussion, the Johnson Controls board of directors authorized management to commence preparations for a potential spin-off of the Automotive Experience business and to issue a public announcement to that effect. On July 24, 2015, Johnson Controls issued a press release announcing this determination. If finally approved by the board, the spin-off would create an independent, publicly traded company that would operate the Automotive Experience business.

        During the summer of 2015, Johnson Controls also explored strategic acquisitions for the remainder of its businesses, including its Building Efficiency business and its Power Solutions business. As part of this process, members of Johnson Controls management, with the assistance of its advisors including Centerview, Barclays Capital Inc. ("Barclays") and Wachtell Lipton, considered a potential business combination between Johnson Controls and a number of other companies or one or more of their business divisions, including Tyco. During this period, members of Johnson Controls management and its advisors also engaged in discussions with members of management of many of these companies and their advisors. However, none of these discussions resulted in any agreement, and discussions ceased by the end of September 2015.

        Since completing the spin-off of Tyco Flow Control International Ltd., an indirect wholly owned subsidiary of which immediately merged with Pentair, Inc., and The ADT Corporation in 2012, Tyco has pursued a strategy of streamlining its portfolio by selling non-strategic businesses and developing its core fire and security business. At the same time, Tyco has invested in technologies and regularly reviewed strategic opportunities to expand beyond traditional fire and security into more integrated building efficiency solutions.

        As part of its ongoing review of strategic opportunities, the existing Special M&A Committee of the Tyco board of directors (referred to as the "Tyco M&A Committee"), which was established in March 2015 to approve transactions with a value meeting specified thresholds and to provide feedback to management on a timely basis with respect to material transactions, such as the proposed merger between Tyco and Johnson Controls (the Tyco board of directors having retained the authority to approve any material transaction, including the proposed merger), held meetings during the summer of

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2015 with members of Tyco management. During these meetings, members of Tyco management noted developments in the competitive landscape, including recent portfolio moves announced by multi-industrial peers, and discussed the implications for Tyco of the potential consolidation among companies in Tyco's industry. At these meetings, members of Tyco management also reviewed potential strategic transactions for Tyco, including a business combination or other transaction with Johnson Controls, and analyzed them on the basis of strategic fit, synergy potential and the probability of execution. After discussion of such matters at a telephonic meeting held on July 21, 2015, the Tyco M&A Committee instructed Tyco management to initiate exploratory discussions with certain parties, including Johnson Controls, regarding possible strategic transactions relating to the building efficiency business. Other than with respect to Johnson Controls, these discussions did not progress beyond initial exploratory discussions.

        On October 7, 2015, George R. Oliver, Chief Executive Officer of Tyco, contacted Mr. Molinaroli by telephone to discuss the possibility of a potential strategic transaction involving Johnson Controls' Building Efficiency business and Tyco. Messrs. Molinaroli and Oliver discussed the potential overall strategic rationale of the transaction and the potential synergies that could be achieved. The two executives agreed to have their respective senior management teams and advisors engage in further discussion regarding a potential transaction.

        On October 14, 2015, Greg Guyett, Johnson Controls' Executive Vice President, Corporate Development, met with Mark Armstrong, Tyco's Senior Vice President, Mergers & Acquisitions and Treasurer, to discuss the strategic rationale for a potential transaction, as well as the financial profile of a combined company in a potential business combination, including assumptions regarding potential synergies that could be achieved. Mr. Guyett and Mr. Armstrong also discussed the possible structure of any such transaction.

        Mr. Guyett subsequently contacted Mr. Armstrong on October 19, 2015 and informed him that Johnson Controls was willing to proceed with discussions with Tyco only on the basis of a potential business combination in which Tyco shareholders would receive all or substantially all stock of the combined company in exchange for their Tyco ordinary shares. Given that the benefit of the combination of Johnson Controls and Tyco would in large part be the result of the synergies that could be achieved from the combination, and that the Tyco shareholders would share in these synergies through their significant ownership in the combined company, Johnson Controls was willing to continue discussions only on the basis of a modest market premium to the Tyco shareholders. Mr. Guyett further noted that Johnson Controls had already announced the planned spin-off of its Automotive Experience business, which was a separate and independent transaction from any potential combination with Tyco, and that Johnson Controls was willing to proceed with discussions only if the two transactions would not be conditioned on each other. To this end, Johnson Controls noted that, if it were to proceed with a transaction with Tyco, the spin-off of the Automotive Experience business would not be a condition to the completion of the merger between Johnson Controls and Tyco and, therefore, if the spin-off was finally approved, then the shareholders of both companies would receive shares in the Automotive Experience spin-off company. Mr. Armstrong responded that he understood Johnson Controls' position on these issues and that Tyco would respond at a later date whether it was willing to proceed on the basis outlined by Mr. Guyett.

        On October 23, 2015, the Johnson Controls board of directors held a telephonic meeting. Members of Johnson Controls management also attended the meeting. At the meeting, members of Johnson Controls management discussed Johnson Controls' preparation for the potential spin-off of the Automotive Experience business. They also informed the board of their discussions with members of Tyco management and explained that Johnson Controls was waiting for Tyco's response to Johnson Controls' proposal outlined by Mr. Guyett on October 19, 2015. Members of Johnson Controls management and the Johnson Controls board then discussed the strategic rationale of a combination with Tyco, and the potential effects of a combination with Tyco on the spin-off of the Automotive

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Experience business. The Johnson Controls board instructed management to continue exploring a combination with Tyco.

        On October 26, 2015, the Tyco M&A Committee held a telephonic meeting. Members of Tyco management also attended the meeting. At the meeting, Mr. Oliver reviewed Johnson Controls' business, including the announced spin-off of its Automotive Experience business, and updated the Tyco M&A Committee on his and Mr. Armstrong's recent discussions with Mr. Molinaroli and Mr. Guyett. After discussion, the Tyco M&A Committee authorized Tyco management to execute a confidentiality agreement with Johnson Controls and to continue their exploration of a possible business combination.

        Following the Tyco M&A Committee meeting, Mr. Armstrong contacted Mr. Guyett to inform him that, subject to due diligence, Tyco was willing to proceed on the basis outlined by Mr. Guyett during their previous telephone conversation, but noted that the premium to the Tyco shareholders was subject to negotiation.

        On October 28, 2015, Johnson Controls and Tyco entered into a mutual confidentiality agreement, which did not contain a standstill provision.

        On October 29, 2015, Messrs. Molinaroli and Guyett met with Messrs. Oliver and Armstrong to discuss the strategic rationale for the potential business combination. During the discussions, Mr. Molinaroli indicated that Johnson Controls contemplated a transaction that would provide only a modest market premium to the Tyco shareholders, given the substantial synergies that both shareholders would realize through their ownership in the combined company. Mr. Oliver indicated that Tyco did not want to negotiate the premium at that time, and no exchange ratio was proposed or agreed. Over the next few days, members of Johnson Controls management and members of Tyco management held several follow-up telephonic meetings to discuss the transaction.

        On November 3, 2015, members of Johnson Controls management, including Mr. Guyett, Brian J. Stief, Johnson Controls' Executive Vice President & Chief Financial Officer, and representatives of Wachtell Lipton met with members of Tyco management, including Mr. Armstrong and Arun Nayar, Executive Vice President and Chief Financial Officer of Tyco, and representatives of McDermott Will & Emery (referred to as "McDermott"), tax counsel to Tyco, among other advisors, to discuss, among other items, value creation opportunities of a potential business combination of Johnson Controls and Tyco, tax considerations related to the proposed transaction and potential synergies that could be achieved.

        On November 6, 2015, the Johnson Controls board of directors held a telephonic meeting. Members of Johnson Controls management and representatives of Centerview and Wachtell Lipton also attended the meeting. At the meeting, members of Johnson Controls management updated the board on its discussion with Tyco. They also discussed the strategic rationale for the proposed transaction and potential synergies that could be achieved from the combination. After discussion, the Johnson Controls board authorized management to continue discussions with Tyco regarding the proposed business combination.

        On November 9, 2015, the Tyco board of directors held a telephonic meeting. Members of Tyco management also attended the meeting. During the meeting, Mr. Oliver updated the board on the recent discussions between members of Tyco management and members of Johnson Controls management. Mr. Oliver discussed the strategic rationale for the proposed combination, described the effect of the proposed spin-off of Johnson Controls' Automotive Experience business on a potential business combination and reviewed potential synergies. After discussion, the Tyco board of directors authorized management to continue discussions with Johnson Controls regarding the proposed business combination.

        On November 15, 2015, members of Johnson Controls management and members of Tyco management met to continue exploring a potential transaction and to engage in preliminary due diligence. They also provided presentations to each other on the businesses of Johnson Controls and

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Tyco and discussed the potential synergies and value creation opportunities that could result from the combination.

        Following the meeting, on November 16, 2015, Mr. Molinaroli and Mr. Oliver spoke and agreed that their respective executive teams should continue discussions on potential synergies, as well as to continue their due diligence. During those discussions, Mr. Oliver requested that Johnson Controls deliver a proposal to Tyco on key terms for the combination and indicated that Tyco's next regularly scheduled board meeting would occur on December 2, 2015.

        On November 17 and 18, 2015, the Johnson Controls board of directors held an in-person meeting. Members of Johnson Controls management and representatives of Centerview and Wachtell Lipton also attended the meeting. At the meeting, members of Johnson Controls management updated the board on its discussions with Tyco. They also discussed the strategic rationale of the proposed transaction and updated the board on the progress of the spin-off of the Automotive Experience business.

        Over the next week, members of Johnson Controls management and members of Tyco management held several telephonic meetings to discuss their respective businesses and organizational structures and to gain familiarity with each other's organizations. During that time, Mr. Molinaroli and Mr. Oliver spoke by telephone. Mr. Molinaroli updated Mr. Oliver on the meeting of the Johnson Controls board of directors, and the two of them discussed, among other things, the leadership and management of the combined company and the size and composition of the combined company's board.

        On November 23 and 24, 2015, Mr. Guyett and representatives of Centerview met with Mr. Armstrong and representatives of Lazard, financial advisor to Tyco, to discuss certain aspects of the potential business combination transaction between Johnson Controls and Tyco and the status of the Automotive Experience spin-off. The parties discussed alternatives for the potential transaction structure and the resulting implications for value creation as well as the assumptions underlying potential synergies. During those discussions, they reviewed different methodologies for determining the exchange ratio. Johnson Controls presented written materials that included a range of premiums to the Tyco shareholders of between 10% and 15% based on the "spot" closing prices of Johnson Controls common stock and Tyco ordinary shares. Based on the trading prices of the shares as of November 23, 2015, the range of premiums would have resulted in an exchange ratio of between 0.85 to 0.88 of a Johnson Controls share for each Tyco share. No exchange ratio was proposed or agreed at that time.

        Throughout the negotiations between Johnson Controls and Tyco described in this section of the joint proxy statement/prospectus, the parties discussed the transaction in terms of an exchange ratio of the number of shares of Johnson Controls common stock for each Tyco ordinary share. The parties ultimately agreed to a transaction structure, where each share of Johnson Controls common stock could elect to receive one ordinary share of the combined company and where the Tyco ordinary shares would be converted into a different number of shares of the combined company through a share consolidation. The exchange ratio being discussed between the parties is therefore equivalent to the Tyco share consolidation ratio.

        On November 25, 2015, the Johnson Controls board of directors held a telephonic board meeting. Members of Johnson Controls management and representatives of Centerview and Wachtell Lipton also attended the meeting. At the meeting, members of Johnson Controls management updated the board on the status of discussions with Tyco and, along with representatives of Centerview, reviewed the potential strategic rationale for the combination of Johnson Controls and Tyco, as well as potential synergies from the combination, including Johnson Controls management's estimate of at least $500 million of operational synergies and at least $150 million in annual U.S. tax synergies. The Johnson Controls board then discussed management's proposed next steps, including negotiating the financial and governance aspects of the potential business combination. Following these discussions, the

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Johnson Controls board of directors authorized Johnson Controls management to continue to explore a potential business combination with Tyco.

        On December 3, 2015, the Tyco board of directors held an in-person meeting in Ireland. Members of Tyco management and representatives of Lazard also attended the meeting, and representatives of Simpson Thacher & Bartlett LLP, outside counsel to Tyco ("Simpson Thacher"), joined telephonically. At the meeting, members of Tyco management reviewed, among other things, current trends and the competitive landscape of the building systems business and related industries. Members of Tyco management and representatives of Lazard then reviewed the current status of their discussions with Johnson Controls regarding a potential business combination. Representatives of Lazard reviewed with the Tyco board of directors the proposed transaction structures, including options for all stock and a mix of cash and stock transactions, and the implied premiums and governance for possible transaction structures. Representatives of Lazard also discussed valuation and financial analyses of the two companies and the potential synergies. Tyco management then discussed the initial results of their due diligence review of Johnson Controls and potential next steps. After discussion, the Tyco board of directors authorized Tyco management, together with Edward D. Breen, Chairman of Tyco, to continue to explore a potential business combination with Johnson Controls.

        On December 4, 2015, Mr. Molinaroli and Mr. Oliver spoke by telephone, and Mr. Oliver informed Mr. Molinaroli that the Tyco board authorized him to continue discussions with Johnson Controls on the potential business combination and that the Tyco board preferred a combination that would have shared governance between Tyco and Johnson Controls.

        On December 8, 2015, Mr. Guyett and representatives of Centerview met with Mr. Armstrong and representatives of Lazard to discuss key terms of the proposed combination. Among other items, Lazard presented Tyco's view of potential synergies and the value creation opportunities from the combination for both companies if the exchange ratio were set to provide the Tyco shareholders with a premium of 20% based on the volume weighted average price of a share of Johnson Controls common stock and a Tyco ordinary share for the 30 trading days ending prior to the date of the merger agreement. Based on the trading prices of the shares as of December 7, 2015, such a premium would result in an exchange ratio of 0.96 of a Johnson Controls share for each Tyco share. Following discussions between Mr. Guyett and representatives of Centerview and Mr. Armstrong and representatives of Lazard, Mr. Armstrong indicated that Tyco would be willing to continue discussion with Johnson Controls based on the understanding that there would be shared leadership and management of the combined company. Additionally, the parties agreed to recommend to their respective boards of directors and Chief Executive Officers a narrowed range of expected premiums to the Tyco shareholders of 15% to 17.5% using the volume weighted average price of a share of Johnson Controls common stock and a Tyco ordinary share for the 30 trading days ending prior to the date of the merger agreement. Based on the volume weighted average price of a share of Johnson Controls common stock and a Tyco ordinary share for the 30 trading days ending December 7, 2015, such a premium would result in an exchange ratio of 0.92 to 0.94 of a Johnson Controls share for each Tyco share. The parties further discussed that this exchange ratio assumed that each share of Johnson Controls common stock would be equal to one share of the combined company, but that the parties desired for Johnson Controls shareholders to receive cash in lieu of a portion of its share of the combined company and, therefore, the parties would need to agree on the amount of cash that each Johnson Controls share could receive and the total cap on the cash that would be paid by Tyco to the Johnson Controls shareholders.

        On December 9, 2015, Jeffrey A. Joerres, Lead Director of Johnson Controls, and Mr. Breen discussed certain key terms of a potential transaction, including the leadership and management of the combined company and the size and composition of the combined company's board.

        On December 10, 2015, the Johnson Controls board of directors held a telephonic board meeting. Members of Johnson Controls management and representatives of Centerview and Wachtell Lipton also

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attended the meeting. At the meeting, members of Johnson Controls management and its advisors updated the board on the status of discussions with Tyco and its advisors, including Tyco's proposed methodology for calculating the exchange ratio. They also discussed the parties' respective calculation of potential synergies and other value creation opportunities from the combination. Johnson Controls management then discussed with the board other terms of the proposed transaction, including transaction structure, leadership of the combined company, the size and composition of the board of directors and the name and headquarters of the combined company. After this discussion, the Johnson Controls board authorized Johnson Controls management to continue discussions and negotiations with Tyco.

        On December 11, 2015 Mr. Guyett contacted Mr. Armstrong to update him on the feedback received from the Johnson Controls board of directors. Later that day, Messrs. Molinaroli and Guyett held a telephone call with Messrs. Oliver and Armstrong to discuss certain key terms of the potential business combination. Among other items, Messrs. Molinaroli and Guyett proposed that the parties proceed on the basis of an exchange ratio of between 0.92 and 0.93 of a Johnson Controls share for each Tyco share, which was at the lower end of the range of exchange ratios previously discussed on December 8, 2015. Based on the volume weighted average price of a share of Johnson Controls common stock and a Tyco ordinary share for the 30 trading days ended December 9, 2015, this range of exchange ratios represented a premium to the Tyco shareholders of approximately 15% to 16%. Johnson Controls' proposal on the exchange ratio was also based on the assumption that each share of Johnson Controls common stock would be equal to one share of the combined company. However, the exchange ratio would be adjusted to reflect that Johnson Controls shareholders would have a right to elect to receive cash in lieu of shares of the combined company, and that the cash and stock elections would be prorated to ensure that a fixed amount of cash would be paid by Tyco to the Johnson Controls shareholders. Johnson Controls further proposed that the combined company would be named "Johnson Controls" and would retain Tyco's global headquarters in Ireland but maintain its U.S. operational headquarters in Milwaukee.

        On December 11, 2015, representatives of Johnson Controls, Tyco, Centerview, Lazard, Wachtell Lipton and Simpson Thacher also held a telephone call to discuss the overall timeline for the proposed transaction, including due diligence, negotiation of definitive documentation, engaging with Tyco's financing sources and communications planning, as well as the proposed time to announce any transaction.

        On December 12, 2015, Mr. Joerres and Mr. Breen spoke by telephone and discussed the terms of the potential transaction, the leadership and management of the combined company, including the scope of the roles of the Chief Executive Officer and Chief Operating Officer, and the size and composition of the combined company's board.

        On December 14, 2015, members of Johnson Controls management, members of Tyco management, and representatives of Centerview and Lazard discussed the framework and timing for due diligence review and agreed to schedule due diligence meetings to evaluate various aspects of each other's businesses. Over the next week, they held several telephonic meetings to discuss due diligence matters with respect to each party's business and operations, as well as to discuss potential synergies that could be achieved from the combination.

        On December 16, 2015, Wachtell Lipton, on behalf of Johnson Controls, sent to Simpson Thacher, on behalf of Tyco, a draft merger agreement and an accompanying term sheet summarizing its key terms. The draft agreement provided that the combination of Johnson Controls and Tyco would be structured as a "reverse merger," in which Tyco would be the parent entity of the combined company and Johnson Controls would be merged with a wholly owned subsidiary of Tyco. In the merger, each outstanding share of Johnson Controls common stock would be converted into the right to receive, at the election of such holder, either one share of the combined company or a fixed amount of cash, subject to proration so that the aggregate amount of cash paid by Tyco to the Johnson Controls

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shareholders would be fixed. The draft merger agreement also contemplated that, immediately prior to the merger, Tyco would effect a share consolidation that would reflect the exchange ratio to be agreed between the parties. The draft agreement further provided for reciprocal termination fees of $250 million in the event that one party's board of directors changed its recommendation and for Tyco to pay a higher termination fee in certain circumstances if it was unable to secure debt financing for the cash portion to be paid to the Johnson Controls shareholders in the merger.

        On December 18, 2015, the Tyco M&A Committee held an in-person meeting. Members of Tyco management and representatives of Lazard and Simpson Thacher also attended. At the meeting, members of Tyco management and representatives of Simpson Thacher discussed the results to date of their legal due diligence review. Mr. Armstrong and representatives of Lazard then reported on recent discussions with Johnson Controls management and reviewed the current proposals from Tyco and Johnson Controls relating to, among other matters, the exchange ratio, the leadership of the combined company, the size and composition of the board of directors and the name and headquarters of the combined company, noting that the midpoint of the range of exchange ratios had increased since the time of Tyco's December board meeting. Representatives of Lazard then discussed the financing that would be required to pay the cash consideration in the proposed transaction structure, and Mr. Armstrong reported management's conclusion that Tyco could obtain financing and maintain its investment grade status. Mr. Breen updated the Tyco M&A Committee on the status of discussions with respect to the leadership and management of the combined company, including his December 12, 2015 telephone discussion with Mr. Joerres. After discussion both with the members of Tyco management and in executive session, the Tyco M&A Committee determined that discussions and diligence with respect to the proposed transaction should continue.

        On December 19, 2015, Mr. Oliver contacted Mr. Molinaroli to discuss the feedback provided by the Tyco M&A Committee on the terms of the potential business combination. That same day, representatives of Lazard delivered Tyco's revised proposal on the exchange ratio to Mr. Guyett. Tyco proposed an exchange ratio of 0.94 of a Johnson Controls share for each Tyco share. Based on the volume weighted average price of a share of Johnson Controls common stock and a Tyco ordinary share for the 30 trading days ending on December 18, 2015, this exchange ratio reflected a premium of approximately 17% to the Tyco shareholders. Mr. Breen also contacted Mr. Joerres and informed him that Tyco proposed that Mr. Molinaroli would be the Chief Executive Officer and Chairman of the combined company for 12 months after closing, during which time Mr. Oliver would be President and Chief Operating Officer, and Mr. Oliver would then succeed Mr. Molinaroli as Chairman and Chief Executive Officer. Tyco's proposal also noted that the combined company would be named "Johnson Controls," would retain Tyco's global headquarters in Ireland but maintain its U.S. operational headquarters in Milwaukee and that the combined company's board of directors would be comprised of six directors from Johnson Controls and five directors from Tyco.

        On December 19, 2015, the Johnson Controls board of directors held a telephonic meeting. Members of Johnson Controls management and representatives of Centerview and Wachtell Lipton also attended the meeting. At the meeting, members of Johnson Controls management informed the board of Tyco's revised proposal. After discussion, the Johnson Controls board discussed with management and its advisors different exchange ratios. They also discussed the leadership positions of the combined company and requested that Johnson Controls propose that, following the 24 months after closing during which Mr. Molinaroli would be the Chief Executive Officer and Chairman of the combined company, Mr. Molinaroli serve as Executive Chairman of the combined company for an additional 12 months.

        Following the Johnson Controls board meeting, on December 20, 2015, Mr. Joerres contacted Mr. Breen to communicate Johnson Controls' revised proposal on the leadership of the combined company. Mr. Joerres and Mr. Breen also arranged to meet in person.

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        On December 22, 2015, Mr. Joerres and Mr. Breen met to discuss management and leadership succession matters for the combined company and to arrange introductory meetings between Mr. Molinaroli and members of the Tyco board of directors and between Mr. Oliver and members of the Johnson Controls board of directors. That same day, Mr. Molinaroli and Mr. Oliver spoke by telephone to discuss, among other matters, management and leadership succession matters for the combined company.

        On December 23, 2015, Johnson Controls and Tyco each opened up an electronic data room and provided access to the other party and its advisors to continue due diligence.

        On December 28, 2015, Simpson Thacher, on behalf of Tyco, sent to Wachtell Lipton, on behalf of Johnson Controls, a summary of Tyco's response to the draft merger agreement. The summary included a proposal on termination rights and termination fees, and that the parties' boards of directors would be prohibited from changing their recommendation in response to certain types of "intervening events." The summary noted that Tyco also rejected any requirement to make a payment for any financing failure.

        During the week of December 28, 2015, representatives of Johnson Controls, Tyco and their financial and legal advisors continued to have telephonic due diligence calls and to upload additional materials to the parties' respective electronic data rooms. In addition, on December 30, 2015, members of Johnson Controls management and representatives of Centerview met with members of Tyco management and representatives of Lazard to discuss, among other items, synergy assumptions, the parties' projected results of operations, the financial profile of the combined company, the amount and terms of the debt financing proposed to be raised by Tyco and the potential effect on the transaction of the Treasury's previously issued notices regarding proposed regulations under Section 7874. The parties also discussed the liquidity requirements of each company on a standalone and combined basis.

        On December 30, 2015, Mr. Molinaroli met with certain members of the Tyco board of directors as part of the Tyco board of directors' due diligence investigation of him.

        On December 31, 2015, Mr. Oliver met with certain members of the Johnson Controls board of directors as part of the Johnson Controls board of directors' due diligence investigation of him.

        On January 3 and 4, 2016, Mr. Joerres and Mr. Breen spoke by telephone. During their conversations, Mr. Joerres proposed, on behalf of Johnson Controls, an exchange ratio of 0.935 of a Johnson Controls share for each Tyco share. Based on the volume weighted average price of a share of Johnson Controls common stock and a Tyco ordinary share for the 30 trading days ending on December 31, 2015, this exchange ratio reflected a premium of approximately 18% to the Tyco shareholders. They also discussed management and leadership succession matters for the combined company, including Johnson Controls' view that Mr. Molinaroli should serve as Chief Executive Officer for two years after the closing and Tyco's view that Mr. Oliver should succeed Mr. Molinaroli as Chief Executive Officer earlier than two years after the closing.

        On January 4, 2016, the Johnson Controls board of directors held a telephonic meeting. Members of Johnson Controls management and representatives of Centerview and Wachtell Lipton also attended the meeting. At the meeting, members of Johnson Controls management updated the board on the status of discussions with Tyco, including areas of agreement and disagreement between the parties and a proposed timeline for the transaction. Mr. Molinaroli summarized for the Johnson Controls board his meeting with Mr. Breen and members of the Tyco board of directors and Mr. Oliver's meeting with members of the Johnson Controls board of directors. Mr. Joerres then updated the Johnson Controls board on his conversations with Mr. Breen, including the proposal that he delivered regarding the exchange ratio and management and leadership succession of the combined company. Following this update, the Johnson Controls board discussed in detail the potential options to move forward with the transaction.

        On January 6, 2016, the Tyco M&A Committee held a telephonic meeting. Certain other members of the Tyco board of directors, members of Tyco management and representatives of Simpson Thacher

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and Lazard also attended the meeting. Mr. Oliver provided an update on recent discussions with Johnson Controls management. The Tyco M&A Committee, with the support of the other directors participating in the meeting, agreed that Mr. Breen should continue to engage with Mr. Joerres with respect to the exchange ratio and leadership succession of the combined company. Following the January 6, 2016 meeting of the Tyco M&A Committee, Mr. Breen telephoned Mr. Joerres to convey Tyco's position with respect to leadership of the combined company, including that Mr. Molinaroli would be the Chief Executive Officer and Chairman of the combined company for 15 months after closing, during which time Mr. Oliver would be President and Chief Operating Officer, that Mr. Oliver would then succeed Mr. Molinaroli as Chairman and Chief Executive Officer, and that the combined company's board of directors would be comprised of six directors from Johnson Controls and five directors from Tyco.

        On January 7, 2016, members of Johnson Controls management, members of Tyco management and their respective legal and financial advisors met to discuss the proposed transaction structure and financing for the transaction. During that meeting, members of Tyco management reviewed Tyco's revised proposal on certain transaction terms, including that it was proposing an exchange ratio of 0.945 of a Johnson Controls share for each Tyco share. Tyco noted that it was proposing an increase in the exchange ratio to reflect that the price of Johnson Controls common stock had declined relative to the price of Tyco ordinary shares since their last discussion of the exchange ratio. Based on the volume weighted average price of a share of Johnson Controls common stock and a Tyco ordinary share for the 30 trading days ended January 6, 2016, the exchange ratio represented an approximately 19% premium to the Tyco shareholders. As previously discussed between the parties, this exchange ratio assumed that each share of Johnson Controls common stock would be equal to one share of the combined company, but the parties desired for Johnson Controls shareholders to receive cash in lieu of a portion of its share of the combined company and, therefore, the parties would need to agree on the amount of cash that each Johnson Controls share could receive and the total cap on the cash that would be paid by Tyco to the Johnson Controls shareholders. Tyco proposed that approximately $3.9 billion in cash would be paid to the Johnson Controls shareholders in the aggregate in the merger and that the exchange ratio would therefore be adjusted to reflect this cash. The Tyco proposal also set forth its proposal on a leadership succession plan for the combined company and a proposal on termination rights, the right of the board to change its recommendation for certain "intervening events" and termination fees.

        Following this meeting, on January 7, 2016, Mr. Joerres and Mr. Breen discussed the leadership succession plan for the combined company and agreed to continue discussions on the basis that Mr. Molinaroli would be Chief Executive Officer and Chairman of the combined company for 18 months following the closing, during which time Mr. Oliver would be President and Chief Operating Officer, with Mr. Oliver then succeeding Mr. Molinaroli as Chief Executive Officer after that time and Mr. Molinaroli serving as Chairman for an additional 12 months.

        On January 8, 2016, a financial advisor to one of the companies with which Johnson Controls had explored a possible strategic transaction in the summer of 2015 contacted a representative of Centerview as a follow-up to a meeting held by such advisors regarding reasons for the termination of the earlier discussions. The financial advisor shared certain terms that would likely be important if the companies were to resume discussions. Johnson Controls subsequently determined that a transaction on these terms was less likely to be completed than the proposed business combination with Tyco and would likely adversely affect the ongoing work on the spin-off of the Automotive Experience business. As a result, the parties did not recommence discussions regarding the potential business combination.

        Also on January 8, 2016, members of Johnson Controls management, including Mr. Guyett and Mr. Stief, members of Tyco management, including Mr. Robert Olson, Tyco's Executive Vice President, Chief Financial Officer, and Mr. Armstrong, and representatives of Centerview and Lazard met to discuss the assumptions underlying potential operating synergies from the combination, including headquarters consolidation, possible branch optimization, purchasing savings, shared services and other general and administrative cost savings.

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        That same day, representatives of Wachtell Lipton and Simpson Thacher discussed certain open items in the draft merger agreement, including termination rights and rights for the board to change their recommendation, termination fees, provisions for the leadership succession plan for the combined company, and matters related to the separation of Johnson Controls' Automotive Experience business.

        On January 11, 2016, Mr. Molinaroli and Mr. Oliver spoke by telephone and discussed recent changes in the stock prices of Johnson Controls common stock and Tyco ordinary shares.

        On January 12, 2016, representatives of Centerview, Lazard, Wachtell Lipton and Simpson Thacher had a telephonic meeting to discuss certain open items in the draft merger agreement, including termination rights and rights for the board to change their recommendation, termination fees, provisions for the leadership succession plan for the combined company, and matters related to the separation of Johnson Controls' Automotive Experience business. They also discussed whether Johnson Controls shareholders would be able to make an election or instead receive a fixed amount of cash and shares and, if such an election was to be permitted, the price of Johnson Controls common stock that would be used to calculate the cash consideration that a Johnson Controls shareholder would receive if such shareholder made a cash election, and the aggregate cap on such cash and shares elections.

        On January 13, 2016, members of Johnson Controls management, members of Tyco management and their respective financial and legal advisors met to discuss certain open items in the draft merger agreement, including the details of the leadership and succession plan, termination fees, termination rights for each party and the right of the board to change its recommendation for the merger and matters related to Johnson Controls' planned separation of the Automotive Experience business. The parties also agreed to continue discussions on the basis that Mr. Molinaroli would serve as Executive Chairman during the 12-month period after Mr. Oliver became Chief Executive Officer of the combined company. Following the meeting, Simpson Thacher, on behalf of Tyco, sent Wachtell Lipton, on behalf of Johnson Controls, written proposals on termination fees, termination rights for each party and the right of the board to change its recommendation for the merger and matters related to Johnson Controls' planned separation of the Automotive Experience business.

        On January 14, 2016, the Tyco M&A Committee held a telephonic meeting. Certain other members of the Tyco board of directors, members of Tyco management and representatives of Simpson Thacher and Lazard also attended the meeting. At the meeting, members of Tyco management and the Tyco directors discussed Johnson Controls' proposal with respect to leadership succession of the combined company. Tyco management then reviewed the relative stock price performance of Johnson Controls and Tyco, noting that Johnson Controls' stock price had declined relative to the price of Tyco's ordinary shares, and the Tyco M&A Committee supported the position that the exchange ratio should be increased in response to the change in the stock prices. The Tyco M&A Committee, Tyco management and representatives of Simpson Thacher then discussed the current status of negotiations over certain terms in the draft merger agreement, including provisions relating to termination fees, termination rights for each party and the right of the board of each company to change its recommendation for the merger.

        Also on January 14, 2016, the Johnson Controls board of directors held a telephonic meeting. Members of Johnson Controls management and representatives of Centerview and Wachtell Lipton also attended the meeting. At the meeting, Johnson Controls management and its advisors provided an update on the status of discussions with Tyco, including the open issues on exchange ratio, the leadership succession plan for the combined company, termination fees, termination rights for each party and the right of the board to change its recommendation for the merger and matters related to the separation of Johnson Controls' Automotive Experience business. The Johnson Controls board also reviewed the changes in Johnson Controls' and Tyco's share prices since the December 10, 2015 board meeting and the impact of such changes on the premium to the Tyco shareholders using different exchange ratios. In particular, members of Johnson Controls management and representatives of Centerview noted that, given the change in the stock prices of Johnson Controls common stock and

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Tyco ordinary shares, the exchange ratios that had been previously discussed between the parties would result in a much smaller premium to the Tyco shareholders. They informed the Johnson Controls board that, as a result, Tyco and its financial advisors had noted that Tyco would require an increase in the exchange ratio.

        Following the Johnson Controls board meeting, Wachtell Lipton, on behalf of Johnson Controls, sent to Simpson Thacher, on behalf of Tyco, a revised proposal on the termination rights and fees.

        On January 15, 2016, Mr. Molinaroli and Mr. Oliver spoke by telephone to update each other on the feedback that each executive had received from the board of directors of their respective companies, the recent change in the stock prices of Johnson Controls common stock and Tyco ordinary shares and certain outstanding items in the draft merger agreement. That same day, Simpson Thacher, on behalf of Tyco, sent a revised draft of the merger agreement to Wachtell Lipton, on behalf of Johnson Controls.

        On January 17, 2016, Mr. Guyett, Mr. Armstrong and representatives of Centerview and Lazard held a telephone meeting to discuss certain outstanding items in the draft merger agreement. During those discussions, Mr. Armstrong and Lazard noted that, given that the price of Johnson Controls common stock had declined relative to the price of Tyco ordinary shares, the exchange ratio that had been previously discussed between the parties would result in a smaller premium to the Tyco shareholders. They therefore requested an increase in the exchange ratio to 0.98 to 0.99 of a Johnson Controls share for each Tyco share. Based on the volume weighted average price of a share of Johnson Controls common stock and a Tyco ordinary share for the 30 trading days ending on January 15, 2016, this exchange ratio reflected a premium of approximately 20% to 22% to the Tyco shareholders. Tyco also proposed that the cash consideration that a Johnson Controls shareholder would receive from Tyco if such shareholder made a cash election would be calculated using the volume weighted average price of a share of Johnson Controls common stock for the 5 trading days prior to the signing of the merger agreement.

        On January 18, 2016, following discussions with members of Johnson Controls management, representatives of Centerview contacted representatives of Lazard to discuss the potential synergies that could be achieved from the proposed business combination. The next day, on January 19, 2016, members of Johnson Controls management, members of Tyco management and their respective advisors held meetings and continued to discuss the potential synergies that could be achieved.

        On January 19, 2016, the Tyco M&A Committee held a telephonic meeting. Members of Tyco management and representatives of Lazard and Simpson Thacher also attended the meeting. At the meeting, Mr. Oliver advised that representatives of Lazard had communicated Tyco's proposal to increase the exchange ratio to representatives of Centerview. Tyco management then reviewed the current status of negotiations with respect to certain open issues in the draft merger agreement, including with respect to leadership succession and provisions relating to termination fees, termination rights for each party and the right of the board of each company to change its recommendation for the merger. After discussion of the proposed transaction premium, exchange ratio and the synergies analysis, among other matters, the Tyco M&A Committee determined that Tyco management and Mr. Breen should continue discussions with Johnson Controls.

        On January 19, 2016, Mr. Joerres and Mr. Breen spoke by telephone to discuss the status of the negotiations between the parties. That same day, Wachtell Lipton, on behalf of Johnson Controls, sent to Simpson Thacher, on behalf of Tyco, a revised draft of the merger agreement.

        On January 20, 2016, members of Johnson Controls management, including Mr. Guyett, members of Tyco management, including Mr. Armstrong, and representatives of Centerview and Lazard had a discussion to resolve certain outstanding items in the draft merger agreement. After discussion and negotiation, members of Johnson Controls management and members of Tyco management agreed to continue discussion on the basis of an exchange ratio of 0.955 of a share of the combined company for each Tyco share. Assuming Tyco effected a share consolidation so that each share of the combined

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company had a value equal to one share of Johnson Controls common stock and based on the volume weighted average price of a share of Johnson Controls common stock and a Tyco ordinary share for the 30 trading days ending on January 19, 2016, this exchange ratio represented a premium of approximately 14% to the Tyco shareholders. The parties also discussed the cash/share election and proration mechanics that would exist for the Johnson Controls shareholders, which would permit Johnson Controls shareholders to receive, at their option and in lieu of one share of the combined company for each of their shares of Johnson Controls common stock, a fixed amount of cash. The parties agreed to proceed on the basis that this fixed amount of cash would be equal to the five-day volume weighted average price of a Johnson Controls common share prior to the signing of the merger agreement. The parties also agreed that the cash and share elections would be subject to proration to ensure that approximately $3.864 billion would be paid to the Johnson Controls shareholders in the aggregate. The parties further discussed the termination fees that could be payable by each party and agreed to proceed on the basis that each party would be obligated to pay a termination fee of $375 million if such party's board of directors changed its recommendation in response to a competing acquisition proposal or for certain types of intervening events and the merger agreement were terminated, and would be obligated to pay a termination fee of $500 million if such party terminated the merger agreement or its board of directors changed its recommendation in response to certain types of intervening events related to a change or proposed change in law.

        On January 20, 21 and 22, 2016, Wachtell Lipton, on behalf of Johnson Controls, and Simpson Thacher, on behalf of Tyco, exchanged drafts of the merger agreement and other related documents.

        On January 21, 2016, members of the Tyco board of directors, members of Tyco management and representatives of Lazard and Simpson Thacher held a telephone call. Tyco management and its advisors provided an update on the status of discussions with Johnson Controls, including with respect to the exchange ratio and the relative value of the exchange ratio based on the stock price performance of Johnson Controls and Tyco during the period of negotiations, matters related to Johnson Controls' planned spin-off of its Automotive Experience business and the draft merger agreement provisions relating to termination fees and the right of each party's board of directors to terminate the merger agreement or change its recommendation under specified circumstances.

        On January 22, 2016, Mr. Joerres and Mr. Breen spoke by telephone to discuss details of the leadership succession.

        On January 23, 2016, the Johnson Controls board of directors held an in-person meeting. Members of Johnson Controls management and representatives of Centerview, Barclays and Wachtell Lipton also attended the meeting. At the meeting, Johnson Controls management and its advisors provided an update on the status of discussions with Tyco. Johnson Controls management then discussed the results of its due diligence on Tyco and its estimates of synergy opportunities from the combination, including an estimate of at least $500 million of operational synergies and at least $150 million in annual U.S. tax synergies. Representatives of Centerview and Barclays then reviewed their preliminary financial analyses of the proposed merger, and representatives of Wachtell Lipton reviewed the terms of the draft merger agreement and the primary open issues in the agreement. Following discussion, the Johnson Controls board authorized Johnson Controls management to continue working toward finalizing the draft merger agreement. At the meeting, Johnson Controls management also provided an update on the progress of the preparation for the spin-off of the Automotive Experience business.

        On January 23, 2016 and January 24, 2016, representatives of Johnson Controls, Tyco and their respective legal advisors discussed and negotiated the remaining open items in the draft merger agreement and related documents.

        On January 23, 2016, the Tyco board of directors held an in-person meeting in Ireland. Members of Tyco management and representatives of Lazard, Simpson Thacher and Arthur Cox, Tyco's Irish counsel, also attended the meeting. At the meeting, Mr. Oliver described the background of and strategic rationale for the proposed transaction, and Mr. Armstrong reviewed the competitive landscape

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for Tyco and Johnson Controls. Representatives of Lazard then reviewed Lazard's financial analysis of the transaction and delivered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of January 23, 2016, to the effect that, as of that date and based upon and subject to assumptions, procedures, factors, qualifications and limitations set forth therein, the share consolidation ratio (after giving effect to the transactions and taking into account the merger consideration) was fair, from a financial point of view, to holders of Tyco ordinary shares (other than Johnson Controls and its affiliates). Members of Tyco management discussed the results of the due diligence review conducted on Johnson Controls, and representatives of Simpson Thacher summarized the principal terms of the merger agreement. After considering the terms of the merger agreement and the other transaction documents and the other factors described under "The Merger—Recommendation of the Tyco Board of Directors and the Tyco Board's Reasons for the Merger," the Tyco board (i) determined that the merger agreement and the transactions contemplated thereby are advisable and in the best interests of Tyco and its shareholders, (ii) approved the execution, delivery and performance of the merger agreement and consummation of the transactions contemplated thereby, on the terms and subject to the conditions set forth therein and (iii) resolved that a recommendation be made to the Tyco shareholders to vote in favor of the Tyco proposals relating to the transactions and to include such recommendation in this joint proxy statement/prospectus. The Tyco board then authorized management to finalize and execute the merger agreement and the related agreements on the terms reviewed at the board meeting.

        In the evening of January 24, 2016, the Johnson Controls board of directors held a telephonic meeting. Members of Johnson Controls management and representatives of Centerview, Barclays and Wachtell Lipton also attended the meeting. Johnson Controls management updated the board on the current discussions with Tyco regarding the proposed transaction. Representatives of Wachtell Lipton then summarized the resolution of the open items in the draft merger agreement. Representatives of Centerview and Barclays then provided to the board their respective financial analyses of the aggregate merger consideration and delivered their oral opinions, which were subsequently confirmed by delivery of written opinions dated January 24, 2016, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in such opinion, the aggregate merger consideration to be paid to the Johnson Controls shareholders (other than Johnson Controls, Tyco, their affiliates and the Johnson Controls common stock underlying Johnson Controls' restricted stock awards) pursuant to the merger agreement was fair, from a financial point of view, to such Johnson Controls shareholders. After considering the terms of the merger agreement and the other transaction documents and the other factors described under "The Merger—Recommendation of the Johnson Controls Board of Directors and the Johnson Controls Board's Reasons for the Merger," the Johnson Controls board, (i) determined that the merger agreement and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Johnson Controls and the Johnson Controls shareholders, (ii) adopted and approved the merger agreement and the consummation of the transactions contemplated thereby, on the terms and subject to the conditions set forth in the merger agreement, and (iii) resolved that the approval of the merger agreement be submitted to a vote of the Johnson Controls shareholders and to recommend approval of the merger agreement by the Johnson Controls shareholders. The Johnson Controls board then authorized management to finalize and execute the merger agreement and the related agreements on the terms reviewed at the board meeting.

        Later on January 24, 2016, the parties finalized and executed the merger agreement. The execution of the merger agreement was publicly announced on the morning of January 25, 2016.

        On April 4, 2016, the Treasury and the IRS issued temporary Treasury regulations under multiple sections of the Code, including Section 7874, to address certain matters relating to so-called corporate inversions (also referred to as the "Temporary Section 7874 Regulations") and issued proposed regulations under Section 385 of the Code to address what the Treasury and IRS characterized as "earnings stripping" (also referred to as the "Proposed Section 385 Regulations").

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        On April 8, 2016, the Johnson Controls board of directors held a telephonic meeting. Members of Johnson Controls management attended the meeting. Johnson Controls management provided the board with an overview of the Temporary Section 7874 Regulations and Proposed Section 385 Regulations and their views on the potential impact of these regulations on the transaction. Among other items, Johnson Controls management indicated to the board that although management, together with its financial and legal advisors, were continuing to analyze the regulations, they did not currently expect the Temporary Section 7874 Regulations to affect the ability of Johnson Controls and Tyco to consummate the transaction along the lines previously announced by the companies. Johnson Controls management confirmed that the Temporary Section 7874 Regulations were not expected to adversely affect the ability of the combined company to realize the previously identified tax synergies of the merger. Management further reported that, based on its initial assessment, management's view was that the Proposed Section 385 Regulations, if finalized in their current form, would adversely impact the ability of the combined company to realize the $150 million of previously identified annual U.S. tax synergies of the merger, but that there could be other global tax synergies to be identified. In addition, management expressed optimism that additional operating synergies were achievable beyond those included in the original estimate. The Johnson Controls board of directors then discussed, among other items, management's views on the Temporary Section 7874 Regulations and Proposed Section 385 Regulations, as well as Johnson Controls' rights and obligations under the merger agreement and management's then-current estimates of synergies. After discussion, all members of the Johnson Controls board of directors present unanimously determined that the merger transaction with Tyco was still in the best interest of Johnson Controls and its shareholders because of, among other things, the strategic rationale for the combination and the operational synergies that could be achieved from the transaction. Accordingly, the Johnson Controls board of directors determined that management should proceed with the transaction on the terms set forth in the merger agreement. The Johnson Controls board of directors further instructed management to work with Tyco management and their respective advisors to continue to refine their estimates of operational and tax synergies that could be achieved in the transaction and to update the board of directors once that work had been completed.

        On April 12, 2016, the Tyco board of directors and members of Tyco management held a telephone call. During this call, Tyco management reviewed the Temporary Section 7874 Regulations and the Proposed Section 385 Regulations and their potential impact on the transaction. Tyco management confirmed that the Temporary Section 7874 Regulations were not expected to adversely affect the ability of the combined company to realize the previously identified tax synergies of the merger. Tyco management also reported its view that, although the Proposed Section 385 Regulations would adversely impact the ability of the combined company to realize the $150 million of previously identified annual U.S. tax synergies, other global tax synergies were achievable.

        Following this call, representatives of Johnson Controls, Tyco and their respective advisors continued to discuss the impact of the Proposed Section 385 Regulations and worked to identify strategies available to the companies to achieve additional cost and tax synergies. The companies and their advisors then identified approximately $150 million in annual global tax synergies that they estimated could be achieved as a result of the merger. On April 21, 2016, Johnson Controls and Tyco announced that they intended to proceed with the merger and that the combined company expected to deliver at least $650 million in operational and global tax synergies by the third year after the closing.

Recommendation of the Johnson Controls Board of Directors and Johnson Controls' Reasons for the Merger

        After careful consideration, the Johnson Controls board of directors, by unanimous vote of all directors at a meeting held on January 24, 2016, determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Johnson Controls and its shareholders, and approved and adopted the merger agreement and the transactions contemplated by the merger agreement. The Johnson Controls board of directors

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recommends that the Johnson Controls shareholders vote their shares in favor of the approval of the merger agreement and the transactions contemplated by the merger agreement.

        In evaluating the merger, the Johnson Controls board consulted with Johnson Controls' senior management and its legal and financial advisors and, in reaching its decision, considered a number of factors that the Johnson Controls board believed supported its decision, including the following material factors:

•

The expectation that the combination of Johnson Controls and Tyco will create a multi-industrial company, which will have enhanced scale and will combine Johnson Controls' leading positions in building controls and automotive batteries with Tyco's leading position in fire & security products;



•

The expectation that the combined company will be able to offer a more comprehensive set of integrated product offerings to building owners globally because of Johnson Controls' and Tyco's highly complementary businesses;



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The expectation that the combined company will have an enhanced global presence because of Johnson Controls' strength in North America and China and Tyco's strength in North America and Europe;



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The expectation that the combination of Johnson Controls and Tyco will enable the combined company to integrate the skill sets and capabilities of each of the companies' management teams to apply operational discipline across the combined company and to take advantage of strategic and innovation opportunities with an enhanced platform;



•

The expectation that the combination of Johnson Controls and Tyco will create an opportunity to achieve $650 million in annual run-rate operational and global tax synergies by the third year after the closing;



•

The fact that the merger agreement provides Johnson Controls shareholders with the ability to choose to receive either one ordinary share of the combined company or $34.88 in cash, subject to proration, and that, following the merger, Johnson Controls shareholders will have the opportunity to participate in the equity value of the combined company following the proposed transactions, including the future growth and expected synergies at the combined company, while at the same time providing immediate value through the cash component of the merger consideration;



•

The fact that the merger consideration would result in Johnson Controls shareholders holding approximately 56% of the outstanding shares of the combined company immediately after the merger and receiving approximately $3.864 billion in aggregate cash consideration to be funded by Tyco;



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The fact that the aggregate amount of cash consideration and the number of shares of the combined company to be received for each outstanding share of Johnson Controls common stock are fixed and will not be reduced if the share price of Johnson Controls common stock declines prior to the effective time of the merger, and that the terms of the merger agreement do not include termination rights based on an increase in the market price of Tyco ordinary shares relative to the market price of Johnson Controls common stock;



•

The expectation that the combined company will maintain an investment grade credit rating, have a strong balance sheet and have the ability to generate substantial cash flow to pursue a balanced capital allocation program including a strong and growing dividend, consistent return of capital, and value-creating investment;



•

The ability of Johnson Controls, between the signing and closing of the merger agreement, to continue paying its regular quarterly dividend and to repurchase up to $500 million in shares of Johnson Controls common stock under its previously announced stock repurchase program on terms consistent with prior repurchases;

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•

The fact that the merger is subject to the approval of the Johnson Controls shareholders, who will be free to approve or reject the merger;



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The expectation that the regulatory approvals required to close the transaction could be obtained by the end of the companies' 2016 fiscal years;



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The fact that an indirect wholly owned subsidiary of Tyco obtained financing commitments of $4.0 billion for the payment of the cash portion of the merger consideration;



•

The opinions of Centerview and Barclays, each of which was delivered orally on January 24, 2016 at the Johnson Controls board meeting and confirmed by delivery of written opinions, each dated January 24, 2016, to the effect that, as of such date and based on and subject to the various assumptions and limitations set forth in such opinion, the aggregate merger consideration to the Johnson Controls shareholders pursuant to the merger agreement was fair, from a financial point of view, to the Johnson Controls shareholders (other than certain excluded shares), as more fully described below in "—Opinion of Johnson Controls' Financial Advisors" of this joint proxy statement/prospectus;



•

Johnson Controls' management's knowledge of Tyco's business, results of operations, properties, assets, competitive position and prospects, as well as the due diligence investigation of Tyco conducted by Johnson Controls and the results of that investigation;



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The fact that the combined company's primary North American operational headquarters would be in Milwaukee, Wisconsin;



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The fact that six members of the eleven-member board of the combined company will be comprised of members of the current Johnson Controls board of directors, including Mr. Molinaroli, and that one of those directors would be appointed as the independent lead director;



•

The fact that the parties expected that, for the 18-months after the closing, Alex A. Molinaroli would be the Chairman and Chief Executive Officer of the combined company, and that George R. Oliver would be the President and Chief Operating Officer of the combined company, at which point Mr. Oliver would succeed Mr. Molinaroli as Chief Executive Officer, and Mr. Molinaroli would become Executive Chairman and serve in such role for 12 months, and that following such 12-month period, Mr. Oliver would become Chairman and continue as Chief Executive Officer of the combined company;



•

The expectation that Johnson Controls will be able to continue pursuing the spin-off of its Automotive Experience business;



•

The fact that the merger agreement prohibits Tyco from soliciting alternative proposals and requires an indirect wholly owned subsidiary of Tyco to pay Johnson Controls a termination fee of $375 million if (a) the Tyco board of directors changes its recommendation in response to a superior proposal and Johnson Controls terminates the merger agreement or (b) if Johnson Controls or Tyco terminates the merger agreement under certain circumstances and Tyco consummates or enters into an agreement with respect to a competing acquisition proposal within 12 months of such termination (see "The Merger Agreement—Termination of the Merger Agreement; Termination Fees; Expense Reimbursement");



•

The fact that Johnson Controls would have the ability to terminate the merger agreement prior to closing in certain circumstances in response to an intervening event that is a change in or issuance of, or proposed change in or issuance of, applicable law, subject to the payment of a termination fee of $500 million;



•

The fact that the merger agreement permits the Johnson Controls board of directors to change its recommendation prior to the Johnson Controls shareholder meeting in certain circumstances in response to an intervening event that is not a change in or issuance of, or proposed change in or issuance of, applicable law, subject to the payment of a termination fee of $375 million; and

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•

The fact that the merger agreement requires an indirect wholly owned subsidiary of Tyco to reimburse Johnson Controls for up to $35 million in fees and expenses incurred by Johnson Controls in connection with the transactions if Johnson Controls or Tyco terminates the merger agreement because the Tyco shareholders do not approve the transaction (which reimbursement would be credited against the termination fee in the event that it subsequently becomes payable by Tyco) (see "The Merger Agreement—Termination of the Merger Agreement; Termination Fees; Expense Reimbursement").

        The Johnson Controls board of directors also considered the various risks and other potentially negative factors concerning the merger, including the following:

•

The fact that, because the aggregate amount of cash consideration and the number of shares of the combined company to be received in respect of each share of Johnson Controls common stock are fixed, they will not be increased in the event of an increase in the relative market price of Johnson Controls common stock as compared to the market price of Tyco ordinary shares prior to the closing;



•

The fact that, because of the proration procedures set forth in the merger agreement, Johnson Controls shareholders who make the cash election or the share election will not always receive the form of merger consideration that they elect to receive;



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The fact that the consideration received by Johnson Controls shareholders in the merger will be taxable for U.S. federal income tax purposes;



•

The possibility that the merger might not be consummated despite the parties' efforts or that the closing of the merger may be delayed, and that the announcement of the transaction, coupled with any failure to consummate the transaction, could have a negative effect on Johnson Controls' relationships with employees, customers, suppliers and other third parties, as well as a negative effect on Johnson Controls' operating results and trading price;



•

The fact that it is a condition to closing the merger that the Tyco debt financing contemplated by the merger agreement be available for borrowing on the terms set forth in the commitment letter, or upon terms and conditions no less favorable, in the aggregate, and that comply with the terms of the merger agreement;



•

The difficulties of combining the businesses and workforces of Johnson Controls and Tyco based on, among other things, differences in the cultures of the two companies;



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The potential risk of diverting management focus and resources from other strategic opportunities and from operational matters while working to complete the merger;



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The challenges inherent in the combination of two businesses of the size, geographical diversity and scope of Johnson Controls and Tyco and the size of the companies relative to each other, including the risk that integration costs may be greater than anticipated;



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The risks associated with Tyco's business, including those factors described in periodic reports previously filed with the SEC by Tyco and those factors discussed in this joint proxy statement/prospectus under "Risk Factors";



•

The fact that the merger agreement prohibits Johnson Controls from soliciting alternative proposals and requires Johnson Controls to pay an indirect wholly owned subsidiary of Tyco a termination fee of $375 million if (a) the Johnson Controls board of directors changes its recommendation in response to a superior proposal and Tyco terminates the merger agreement or (b) if Johnson Controls or Tyco terminates the merger agreement under certain circumstances and Johnson Controls consummates or enters into an agreement with respect to a competing acquisition proposal within 12 months of such termination (see "The Merger Agreement—Termination of the Merger Agreement; Termination Fees; Expense Reimbursement");

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•

The fact that the merger agreement permits the Tyco board of directors to change its recommendation prior to the Tyco EGM in certain circumstances in response to an intervening event, including a change in or issuance of or proposed change in or issuance of applicable law, subject to the payment by an indirect wholly owned subsidiary of Tyco of a termination fee of $500 million if the intervening event is a change in or issuance of, or proposed change in or issuance of, applicable law or a termination fee of $375 million if the intervening event is not a change in or issuance of, or proposed change in or issuance of, applicable law;



•

The fact that Tyco would have the ability to terminate the merger agreement prior to closing in certain circumstances in response to an intervening event that is a change in or issuance of, or proposed change in or issuance of, applicable law, subject to the payment by an indirect wholly owned subsidiary of Tyco of a termination fee of $500 million; and



•

The fact that the merger agreement requires Johnson Controls to reimburse an indirect wholly owned subsidiary of Tyco for up to $35 million in fees and expenses and up to an additional $65 million of financing-related expenses incurred by Tyco in connection with the transactions if Johnson Controls or Tyco terminates the merger agreement because the Johnson Controls shareholders do not approve the transaction (which reimbursement would be credited against the termination fee in the event that it subsequently becomes payable by Johnson Controls) (see "The Merger Agreement—Termination of the Merger Agreement; Termination Fees; Expense Reimbursement").

        In arriving at its determination on April 8, 2016 to affirm its continued support of the transaction, the Johnson Controls board consulted with Johnson Controls' senior management and, in reaching its decision, considered a number of factors that the Johnson Controls board believed supported its decision, including the following material factors:

•

The board's continued belief in the strategic benefits of the transaction;



•

The expectation that the Temporary Section 7874 Regulations would not adversely affect the ability of Johnson Controls and Tyco to realize the previously identified tax synergies available to the combined company, but that the Proposed Section 385 Regulations, if finalized in their current form, would adversely impact the ability of the combined company to realize the $150 million of previously identified annual U.S. tax synergies of the merger (although the parties might be able to identify other global tax synergies);



•

The fact that by virtue of their post-closing ownership of the combined company, former Johnson Controls shareholders would bear approximately 56%, and former Tyco shareholders would bear approximately 44%, of any potential adverse impact arising from the proposed rules described in the Proposed Section 385 Regulations; and



•

Johnson Controls' rights under the merger agreement relevant to the Johnson Controls board of directors' consideration of the Temporary Section 7874 Regulations and the Proposed Section 385 Regulations.

        In addition to considering the factors described above, the Johnson Controls board of directors considered the fact that Johnson Controls' directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Johnson Controls shareholders. See "—Interests of Johnson Controls' Directors and Executive Officers in the Merger."

Opinions of Johnson Controls' Financial Advisors

Opinion of Centerview Partners LLC

        On January 24, 2016, Centerview rendered to the board of directors of Johnson Controls its oral opinion, which was subsequently confirmed by delivery of a written opinion dated January 24, 2016, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in Centerview's opinion, a copy of which is attached to this joint proxy statement/prospectus as Annex C, the aggregate merger consideration to be paid to the holders of Johnson Controls common stock (other than excluded shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

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        The full text of Centerview's written opinion, dated January 24, 2016, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken, is attached to this joint proxy statement/prospectus as Annex C and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety to the full text of Centerview's written opinion attached to this joint proxy statement/prospectus as Annex C. Centerview's financial advisory services and opinion were provided for the information and assistance of the board of directors of Johnson Controls (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the proposed transaction and Centerview's opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of Johnson Controls common stock (other than excluded shares) of the aggregate merger consideration to be paid to such holders pursuant to the merger agreement and did not address any other term or aspect of the merger agreement or the proposed transaction. Elections by Johnson Controls shareholders for the share consideration and cash consideration will be subject to proration and adjustment procedures set forth in the merger agreement, as to which procedures Centerview's opinion expressed no view or opinion. Centerview's opinion does not constitute a recommendation to any shareholder of Johnson Controls or any other person as to how such shareholder or other person should vote with respect to the merger or otherwise act with respect to the proposed transaction or any other matter, including, without limitation, whether such shareholder should elect to receive the cash consideration or the share consideration, or make no election, in the proposed transaction.

        The full text of Centerview's written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

        In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

•

a draft of the merger agreement dated January 24, 2016, referred to in this summary of Centerview's opinion as the draft merger agreement;



•

Annual Reports on Form 10-K of Johnson Controls for the years ended September 30, 2015, 2014 and 2013 and Annual Reports on Form 10-K of Tyco for the years ended September 25, 2015, September 26, 2014 and September 27, 2013;



•

certain interim reports to shareholders and Quarterly Reports on Form 10-Q of Johnson Controls and Tyco;



•

certain publicly available research analyst reports for Johnson Controls and Tyco;



•

certain other communications from Johnson Controls and Tyco to their respective shareholders;



•

certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of Johnson Controls, including the Johnson Controls internal forecasts (as defined in this joint proxy statement/prospectus under "—Johnson Controls Unaudited Prospective Financial Information") (collectively, the "Johnson Controls internal data") furnished to Centerview by Johnson Controls for purposes of Centerview's analysis;



•

certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of Tyco, including the Tyco internal forecasts (as set defined in this joint proxy statement/prospectus under "—Tyco Unaudited Prospective Financial Information") (collectively, the "Tyco internal data") furnished to Centerview by Johnson Controls for purposes of Centerview's analysis; and



•

certain tax and other cost savings and operating synergies projected by the management of Johnson Controls to result from the proposed transaction furnished to Centerview by Johnson

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Controls for purposes of Centerview's analysis (referred to as the synergies throughout this summary of Centerview's opinion).

        Centerview also participated in discussions with members of the senior management and representatives of Johnson Controls and Tyco regarding their assessment of the Johnson Controls internal data, the Tyco internal data and the synergies, as appropriate, and the strategic rationale for the proposed transaction. In addition, Centerview reviewed publicly available financial and share market data, including valuation multiples, for Johnson Controls and Tyco and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the proposed transaction with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

        Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with Johnson Controls' consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at Johnson Controls' direction, that the Johnson Controls internal data (including, without limitation, the Johnson Controls internal forecasts) and the synergies were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Johnson Controls as to the matters covered thereby, and that the Tyco internal data (including, without limitation, the Tyco internal forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Tyco as to the matters covered thereby, and Centerview relied, at Johnson Controls' direction, on the Johnson Controls internal data, the Tyco internal data and the synergies for the purposes of Centerview's analysis and opinion. Centerview expressed no view or opinion as to the Johnson Controls internal data, the Tyco internal data or the synergies or the assumptions on which they were based. In addition, at Johnson Controls' direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of Johnson Controls or Tyco, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of Johnson Controls or Tyco. Centerview assumed, at Johnson Controls' direction, that the final executed merger agreement would not differ in any respect material to Centerview's analysis or opinion from the draft merger agreement reviewed by Centerview. Centerview also assumed, at Johnson Controls' direction, that the proposed transaction will be consummated on the terms set forth in the merger agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement or change in applicable law, the effect of which would be material to Centerview's analysis or Centerview's opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the proposed transaction, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview's analysis or Centerview's opinion. Centerview also assumed that the proposed transaction would have the tax consequences described in discussions with, and materials furnished to Centerview by, representatives of Johnson Controls. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of Johnson Controls or Tyco, or the ability of Johnson Controls or Tyco to pay their respective obligations when they come due, or as to the impact of the proposed transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

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        Centerview's opinion expressed no view as to, and did not address, Johnson Controls' underlying business decision to proceed with or effect the proposed transaction, or the relative merits of the proposed transaction as compared to any alternative business strategies or transactions that might be available to Johnson Controls or in which Johnson Controls might engage. Centerview's opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview's written opinion, to the holders of Johnson Controls common stock (other than excluded shares) of the aggregate merger consideration to be paid to such holders pursuant to the merger agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the proposed transaction, including, without limitation, the structure or form of the proposed transaction, or any other agreements or arrangements contemplated by the merger agreement or entered into in connection with or otherwise contemplated by the proposed transaction, including, without limitation, (i) the fairness of the proposed transaction or any other term or aspect of the proposed transaction to, or any consideration to be received in connection therewith by, or the impact of the proposed transaction on, the holders of any other class of securities, creditors or other constituencies of Johnson Controls or any other party, (ii) the allocation of the aggregate merger consideration as among holders of Johnson Controls common stock who receive the cash consideration or the share consideration or (iii) the relative fairness of the cash consideration and the share consideration. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of Johnson Controls, Tyco or any party, or class of such persons in connection with the proposed transaction, whether relative to the aggregate merger consideration to be paid to the holders of Johnson Controls common stock (other than excluded shares) pursuant to the merger agreement or otherwise.

        Centerview's opinion was necessarily based on financial, economic, monetary, currency, market, regulatory and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview's written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview's written opinion. Centerview's opinion expressed no view or opinion as to what the value of ordinary shares of the combined company actually will be when issued pursuant to the proposed transaction or the prices at which Johnson Controls common stock or Tyco ordinary shares will trade or otherwise be transferable at any time, including following the announcement of the proposed transaction or the prices at which ordinary shares of the combined company will trade after consummation of the proposed transaction. Centerview's opinion does not constitute a recommendation to any shareholder of Johnson Controls or any other person as to how such shareholder or other person should vote with respect to the merger or otherwise act with respect to the proposed transaction or any other matter, including, without limitation, whether such shareholder should elect to receive the cash consideration or the share consideration, or make no election, in the proposed transaction. Centerview's financial advisory services and its written opinion were provided for the information and assistance of the board of directors of Johnson Controls (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the proposed transaction. The issuance of Centerview's opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

        The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

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        Centerview's financial analyses and opinion were only one of many factors taken into consideration by the board of directors of Johnson Controls in its evaluation of the proposed transaction. Consequently, the analyses described below should not be viewed as determinative of the views of the board of directors or management of Johnson Controls with respect to the aggregate merger consideration or as to whether the board of directors of Johnson Controls would have been willing to determine that a different consideration was fair. The aggregate merger consideration for the proposed transaction was determined through arm's-length negotiations between Johnson Controls and Tyco and was approved by the board of directors of Johnson Controls. Centerview provided advice to Johnson Controls during these negotiations. Centerview did not, however, recommend any specific amount of consideration to Johnson Controls or the board of directors of Johnson Controls nor did Centerview advise Johnson Controls or the board of directors of Johnson Controls that any specific amount of consideration constituted the only appropriate consideration for the proposed transaction.

        Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the past two years, Centerview has been engaged to provide financial advisory services to Johnson Controls for which Centerview has received compensation, including in connection with the spin-off of Adient. Centerview has received approximately $5 million in compensation for such services. In the past two years, Centerview has not been engaged to provide financial advisory services to Tyco or Merger Sub, and Centerview has not received any compensation from Tyco or Merger Sub during such period. Centerview may provide investment banking and other services to or with respect to Johnson Controls or Tyco or their respective affiliates in the future, for which Centerview may receive compensation. Certain (i) of Centerview and Centerview's affiliates' directors, officers, members and employees, or family members of such persons, (ii) of Centerview's affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, Johnson Controls, Tyco or any of their respective affiliates or any other party that may be involved in the proposed transaction.

        The board of directors of Johnson Controls selected Centerview as its financial advisor in connection with the proposed transaction based on Centerview's qualifications, expertise, reputation and knowledge of its business and affairs and the industry in which it operates. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the proposed transaction.

        In connection with Centerview's services as financial advisor to the board of directors of Johnson Controls, Johnson Controls has agreed to pay Centerview an aggregate fee of $37.5 million, $5.0 million of which was payable upon the announcement of the proposed transaction and $32.5 million of which is payable contingent upon consummation of the proposed transaction. In addition, Johnson Controls has agreed to reimburse certain of Centerview's expenses arising, and to indemnify Centerview against certain liabilities that may arise, as a result of Centerview's engagement.

Opinion of Barclays Capital Inc.

        On January 24, 2016, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the board of directors of Johnson Controls that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the aggregate merger consideration pursuant to the merger agreement is fair, from a financial point of view, to holders of Johnson Controls common stock (other than excluded shares).

        The full text of Barclays' written opinion, dated as of January 24, 2016 is attached as Annex D to this joint proxy statement/prospectus. Barclays' written opinion sets forth, among other things, the

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assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays' opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

        Barclays' opinion, the issuance of which was approved by Barclays' Valuation and Fairness Opinion Committee, is addressed to the board of directors of Johnson Controls, addresses only the fairness, from a financial point of view, of the aggregate merger consideration to be offered to the holders of Johnson Controls common stock (other than excluded shares) and did not address any other term or aspect of the merger agreement or the proposed transaction. Elections by Johnson Controls shareholders for the share consideration and cash consideration will be subject to proration and adjustment procedures set forth in the merger agreement, as to which procedures Barclays' opinion expressed no view or opinion. Barclays' opinion does not constitute a recommendation to any shareholder of Johnson Controls as to how such shareholder should vote with respect to the proposed transaction or any other matter, including, without limitation, whether such shareholder should elect to receive the cash consideration or the share consideration, or make no election, in the proposed transaction. The terms of the proposed transaction were determined through arm's-length negotiations between Johnson Controls and Tyco and were unanimously approved by the board of directors of Johnson Controls. Barclays did not recommend any specific form of consideration to Johnson Controls or that any specific form of consideration constituted the only appropriate consideration for the proposed transaction. Barclays was not requested to address, and its opinion does not in any manner address, Johnson Controls' underlying business decision to proceed with or effect the proposed transaction. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, (i) the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the proposed transaction, or any class of such persons, relative to the aggregate merger consideration to be offered to the holders of Johnson Controls common stock in the proposed transaction or otherwise; (ii) the allocation of the aggregate merger consideration as among holders of Johnson Controls common stock who receive the cash consideration or the share consideration; or (iii) the relative fairness of the cash consideration and the share consideration.

        In arriving at its opinion, Barclays, among other things:

•

reviewed and analyzed a draft of the merger agreement, dated as of January 24, 2016, and the specific terms of the proposed transaction;



•

reviewed and analyzed publicly available information concerning Johnson Controls and Tyco that Barclays believed to be relevant to its analysis, including Johnson Controls' Annual Report on Form 10-K for the fiscal year ended September 30, 2015 and the Annual Report of Tyco on Form 10-K for the fiscal year ended September 25, 2015;



•

reviewed and analyzed financial and operating information with respect to the business, operations and prospects of Johnson Controls furnished to Barclays by Johnson Controls, including the Johnson Controls internal forecasts;



•

reviewed and analyzed financial and operating information with respect to the business, operations and prospects of Tyco, furnished to Barclays by Johnson Controls, including the Tyco internal forecasts;



•

reviewed and analyzed the trading history of Johnson Controls common stock from January 23, 2015 to January 22, 2016 and the trading history of Tyco ordinary shares over the same period;



•

reviewed and analyzed a comparison of the trading history of Johnson Controls common stock and Tyco ordinary shares from January 23, 2015 to January 22, 2016;

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•

reviewed and analyzed a comparison of the historical financial results and present financial condition of Johnson Controls and Tyco, in each case, with those of other companies that Barclays deemed relevant;



•

reviewed and analyzed a comparison of the financial terms of the proposed transaction with the financial terms of certain other transactions that Barclays deemed relevant;



•

reviewed and analyzed published estimates of independent research analysts with respect to the future financial performance and price targets of Johnson Controls and Tyco;



•

reviewed and analyzed the pro forma impact of the proposed transaction on the future financial performance of the combined company, including cost savings, tax and operating synergies and other strategic benefits expected by the management of Johnson Controls to result from the proposed transaction (including the pro forma ownership of the combined company expected by the management of Johnson Controls to result from the consummation of the proposed transaction) furnished to Barclays by Johnson Controls for purposes of Barclays' analysis (referred to as the synergies throughout this summary of Barclays' opinion);



•

reviewed and analyzed the relative values of Johnson Controls and Tyco;



•

had discussions with the management of Johnson Controls and Tyco concerning their respective business, operations, assets, liabilities, financial condition and prospects; and



•

undertook such other studies, analyses and investigations as Barclays deemed appropriate.

        In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and Barclays has not assumed responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of management of Johnson Controls that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. Upon the advice and at the direction of Johnson Controls, Barclays assumed that the Johnson Controls internal forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Johnson Controls as to the financial performance of Johnson Controls and that Johnson Controls will perform substantially in accordance with such projections. With respect to the Tyco internal forecasts, upon the advice and at the direction of Johnson Controls, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Tyco as to the financial performance of Tyco and that Tyco will perform substantially in accordance with such projections. With respect to the synergies, upon the advice and at the direction of Johnson Controls, Barclays assumed that the synergies were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the managements of Johnson Controls and Tyco, including as to the amount and timing of realization. Barclays relied, at the direction of Johnson Controls, on the Johnson Controls internal forecasts, the Tyco internal forecasts and the synergies and Barclays assumed no responsibility for and expressed no view as to the estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of Johnson Controls or those of Tyco and did not make or obtain any evaluations or appraisals of the assets or liabilities of Johnson Controls or those of Tyco. Barclays' opinion was necessarily based upon market, economic, regulatory and other conditions as they existed on, and could be evaluated as of, January 24, 2016. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after January 24, 2016. In addition, Barclays expressed no opinion as to the prices at which (i) Johnson Controls common stock or Tyco ordinary shares would trade at any time following the announcement of the proposed transaction or (ii) ordinary shares of the combined company will trade at any time following the consummation of the proposed transaction. Barclays' opinion should not be viewed as providing any assurance that the market value of Tyco

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ordinary shares to be held by the shareholders of Johnson Controls after the consummation of the proposed transaction will be in excess of the market value of the shares of Johnson Controls common stock owned by such shareholders at any time prior to the announcement or consummation of the proposed transaction.

        Barclays assumed that the executed merger agreement will conform in all material respects to the last draft reviewed by Barclays. In addition, Barclays assumed the accuracy of the representations and warranties contained in the merger agreement. Barclays also assumed, upon the advice of Johnson Controls, that all governmental, regulatory and third party approvals, consents and releases for the proposed transaction, that in each case were material to Barclays analyses and its opinion, will be obtained within the constraints contemplated by the merger agreement and that the proposed transaction will be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement thereof or change in any applicable law. Barclays did not express any opinion as to any tax or other consequences that might result from the proposed transaction, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood that Johnson Controls had obtained such advice as it deemed necessary from qualified professionals.

        In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of Johnson Controls common stock or Tyco ordinary shares but rather made its determination as to fairness, from a financial point of view, to the holders of Johnson Controls common stock (other than excluded shares) of the aggregate merger consideration to be offered to such holders in the proposed transaction on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

        In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

        Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The board of directors of Johnson Controls selected Barclays because of its familiarity with Johnson Controls and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the proposed transaction.

        Barclays is acting as financial advisor to Johnson Controls in connection with the proposed transaction. As compensation for its services in connection with the proposed transaction, Johnson Controls paid Barclays $4.0 million upon the delivery of Barclays' opinion. Additional compensation of $4.0 million will be payable on completion of the proposed transaction. In addition, Johnson Controls has agreed to reimburse Barclays for a portion of its reasonable out-of-pocket expenses incurred in connection with the proposed transaction and to indemnify Barclays for certain liabilities that may arise out of its engagement by Johnson Controls and the rendering of Barclays' opinion. Barclays has

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performed various investment banking and financial services for Johnson Controls, Tyco and their affiliates in the past, and is likely to perform such services in the future, and has received, and is likely to receive, customary fees for such services. Specifically, in the past two years, Barclays has performed the following investment banking and financial services for Johnson Controls:

•

acting as joint bookrunner for Johnson Controls' $1.7 billion fixed rate senior notes offering in June 2014;



•

engaging in various debt interest rate and foreign exchange risk management activities; and



•

acting as lender in Johnson Controls' revolving credit facilities.

For the foregoing services, Barclays has received a total of approximately $3.65 million in compensation from Johnson Controls. Additionally, in the past two years, Barclays has performed the following investment banking and financial services for Tyco:

•

acting as co-manager for Tyco's $500 million Euro bond offering in February 2015;



•

engaging in various foreign exchange risk management activities;



•

acting as lender in Tyco's revolving credit facility; and



•

acting as dealer, from time to time, under Tyco's commercial paper program.

        For the foregoing services, Barclays has received a total of approximately $1.84 million in compensation from Tyco. Prior to the announcement of the proposed transaction, an affiliate of Barclays was a tier 3 syndicate lender on Tyco's undrawn unsecured syndicated revolving credit facility maturing in August 2020 and, at Tyco's request on February 8, 2016, following the announcement of the proposed transaction and upon obtaining the consent of authorized representatives of Johnson Controls, an affiliate of Barclays committed to be a tier 1 lender in Tyco's new unsecured syndicated revolving credit facility maturing in August 2020, which replaced Tyco's existing revolving credit facility in March 2016. As a result of the refinancing of the existing revolving credit facility, Barclays' commitment to Tyco's revolving credit facility increased to an aggregate amount of $62.5 million, representing 6.25% of the total commitment amount.

        Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of Johnson Controls and Tyco for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

Summary of the Financial Analyses of Johnson Controls' Financial Advisors

        The following is a summary of the material financial analyses as jointly presented by Centerview and Barclays to the board of directors of Johnson Controls in connection with rendering their respective opinions described above. While Johnson Controls' financial advisors jointly presented to the board of directors of Johnson Controls, Centerview and Barclays worked separately in developing their analyses, and these analyses represent Centerview's and Barclays' individual work product. The following summary does not purport to be a complete description of the financial analyses performed or factors considered by Johnson Controls' financial advisors nor does the order of analyses described represent the relative importance or weight given to those analyses by Johnson Controls' financial advisors. Johnson Controls' financial advisors may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Johnson Controls' financial advisors' view of the

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actual values of Johnson Controls or Tyco. Some of the summaries of the financial analyses set forth below include information presented in tabular format. The tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Johnson Controls' financial advisors. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying the financial analyses of Johnson Controls' financial advisors and their respective opinions. In performing their analyses, Johnson Controls' financial advisors made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Johnson Controls or any other parties to the proposed transaction. None of Johnson Controls, Tyco, Merger Sub, Centerview, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 22, 2016 (the last trading day before the public announcement of the proposed transaction) and is not necessarily indicative of current market conditions.

        Pursuant to the merger agreement, each share of Johnson Controls common stock issued and outstanding immediately prior to the effective time of the proposed transaction (other than excluded shares) will be converted into the right to receive, at the election of its holder, either (i) one ordinary share of the combined company or (ii) $34.88 in cash, without interest. For the purposes of rendering their opinions, Centerview and Barclays assumed that the Tyco share consolidation, pursuant to which each issued and unissued Tyco ordinary share will be converted into 0.955 Tyco shares, which will become ordinary shares of the combined company, will have been effectuated prior to the effective time of the proposed transaction in accordance with the merger agreement. In performing their analyses and in the summaries of their financial analyses set forth below, Johnson Controls' financial advisors refer to the exchange ratio of 0.955, the exchange ratio in effect prior to the Tyco share consolidation, as the reference exchange ratio for the proposed transaction.

Selected Comparable Company Analysis

        Johnson Controls' financial advisors reviewed and compared certain financial information, ratios and multiples for Johnson Controls, Tyco and certain other publicly traded companies. Johnson Controls' financial advisors calculated and compared the financial information, ratios and multiples (i) for Johnson Controls, based on the Johnson Controls internal forecasts, (ii) for Tyco, based on the Tyco internal forecasts, (iii) for the selected comparable companies, based on information that Johnson Controls' financial advisors obtained from public filings, Wall Street research, FactSet and CapitalIQ as of January 22, 2016 and (iv) the closing share prices for common stock of Johnson Controls, Tyco and the selected comparable companies available from market data on January 22, 2016.

        Johnson Controls' financial advisors reviewed historical and projected financial data for 13 selected publicly traded multi-industrials companies and 6 selected publicly traded companies in the auto suppliers industry that Johnson Controls' financial advisors, based on their experience in the industry and judgment as financial advisors, deemed comparable to Johnson Controls and Tyco. None of the selected companies used in this analysis is identical or directly comparable to Johnson Controls or Tyco. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Johnson Controls and Tyco were compared.

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        The companies that Johnson Controls' financial advisors selected as comparable were:

        Johnson Controls' financial advisors calculated and analyzed for Johnson Controls, Tyco and each of the selected companies the ratio of their share prices as of January 22, 2016 to their estimated next 12 month ("NTM") earnings per share, or EPS (a ratio commonly referred to as a price to earnings ratio, or P/E). Also with respect to Johnson Controls, Tyco and each of the selected companies, Johnson Controls' financial advisors calculated the enterprise value ("EV") (which is generally the market value of common equity plus the book value of debt less cash, adjusted for minority interest positions, equity interest positions and certain announced transactions, as appropriate), as a multiple of the company's estimated NTM earnings before interest, taxes, depreciation and amortization ("EBITDA").

        With respect to Johnson Controls, Johnson Controls' financial advisors performed a sum-of-the-parts selected comparable company analysis by analyzing separately (i) Johnson Controls without the Automotive Experience business (referred to as "RemainCo" throughout this section) and (ii) the Automotive Experience business (referred to as "AE" throughout this section). Johnson Controls' financial advisors compared their analysis of the multi-industrials selected companies with RemainCo and their analysis of the auto suppliers selected companies with AE.

        Johnson Controls' financial advisors drew from their analyses, as well as other considerations that they deemed relevant in their experience and judgment as financial advisors, illustrative ranges of trading multiples of 8.0x to 9.0x for RemainCo's NTM EV/EBITDA and 4.0x to 5.0x for AE's NTM EV/EBITDA. Johnson Controls' financial advisors then applied these ranges to the Johnson Controls internal forecasts' estimated NTM EBITDA for RemainCo and AE (excluding equity income) and added estimated NTM after-tax equity income capitalized at a P/E multiple of 13.0x for RemainCo and 8.0x for AE. Johnson Controls' financial advisors then applied a run-rate tax rate of 20.7% and 10% to RemainCo equity income and AE equity income, respectively. The results of this analysis implied a value per share range for shares of Johnson Controls common stock of approximately $35 to $41.

        As part of its analysis for Johnson Controls, Barclays also calculated an illustrative range of multiples of 10.5x to 12.0x for Johnson Controls' NTM P/E ratio. Barclays then applied this range to

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the estimated NTM EPS, which was calculated by Barclays based on the Johnson Controls internal forecasts, using assumptions that Barclays was directed to use by Johnson Controls. The results of this analysis implied a value per share range for shares of Johnson Controls common stock of approximately $40 to $46.

        Johnson Controls' financial advisors compared these per share ranges to the $34.88 implied value, as of January 22, 2016, of the cash consideration per share of Johnson Controls common stock proposed to be paid pursuant to the merger agreement based on Johnson Controls' 5-day volume weighted average price ("VWAP") and to Johnson Controls' closing price of $35.60 on January 22, 2016.

        With respect to Tyco, Johnson Controls' financial advisors analyzed the NTM EV/EBITDA and NTM P/E ratios of Tyco and the RemainCo selected companies. Johnson Controls' financial advisors drew from these analyses, as well as other considerations that they deemed relevant in their experience and judgment as financial advisors, illustrative ranges of trading multiples of 9.0x to 10.0x for Tyco's NTM EV/EBITDA ratio and 13.5x to 15.0x for Tyco's NTM P/E ratio. Johnson Controls' financial advisors then applied these ranges to the estimated NTM EBITDA projected in the Tyco internal forecasts and to estimated NTM EPS, which was calculated by Johnson Controls' financial advisors based on the Tyco internal forecasts, using assumptions that Johnson Controls' financial advisors' were directed to use by Johnson Controls.

        The results of Centerview's analysis implied a value per share range for Tyco ordinary shares of approximately $29.50 to $33.50 based on EV/EBITDA and approximately $31.00 to $34.50 based on NTM P/E. The results of Barclays' analysis implied a value per share range for Tyco ordinary shares of approximately $30 to $33 based on NTM EV/EBITDA and approximately $31 to $34 based on NTM P/E.

        Johnson Controls' financial advisors compared these per share ranges for Tyco ordinary shares to Tyco's closing price of $30.59 on January 22, 2016 and to the $33.31 implied value, as of January 22, 2016, of the share consideration per share of Johnson Controls common stock proposed to be paid pursuant to the merger agreement at the implied transaction exchange ratio of 0.955 Tyco ordinary shares per share of Johnson Controls common stock (before giving effect to the Tyco share consolidation).

Selected Precedent Transactions Analysis

        Centerview conducted a selected precedent transactions analysis for both Johnson Controls and Tyco, while Barclays performed a selected precedent transaction analysis for Tyco only. In conducting their respective analyses, both Centerview and Barclays reviewed and compared transactions that they, based on their experience with merger and acquisition transactions, deemed relevant, including, among other things, the similarity of the companies in the transactions to Johnson Controls and Tyco with respect to the size, mix, margins and other characteristics of their businesses.

        The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Johnson Controls, Tyco and the companies included in the selected precedent transaction analysis. Accordingly, Johnson Controls' financial advisors believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the proposed transaction. Johnson Controls' financial advisors therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the proposed transaction which would affect the values of the selected companies and Johnson Controls and Tyco.

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        For each of the selected transactions, based on information they obtained from public filings, public news sources, Wall Street research, FactSet and CapitalIQ as of January 22, 2016, Johnson Controls' financial advisors reviewed and compared transaction values and enterprise values as a multiple of last twelve months' EBITDA ("LTM EBITDA").

        The following table sets forth the transactions that Johnson Controls' financial advisors in their professional judgment deemed generally relevant for comparative purposes and the results of their analysis:

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        With respect to Johnson Controls, Centerview performed a sum-of-the-parts selected precedent transactions analysis, and drew from the above analysis and other considerations that it deemed relevant in its experience and judgment as a financial advisor illustrative ranges of transaction multiples of 11.0x to 13.0x for RemainCo's LTM/EBITDA and 7.0x to 8.0x for AE's LTM/EBITDA. Centerview then applied these ranges to LTM EBITDA for RemainCo and AE (excluding equity income), respectively. The results of this analysis implied a value per share range for shares of Johnson Controls common stock of approximately $48.00 to $58.00.

        Centerview compared these per share ranges to the $34.88 implied value, as of January 22, 2016, of the cash consideration per share of Johnson Controls common stock proposed to be paid pursuant to the merger agreement based on Johnson Controls' 5-day VWAP and to Johnson Controls' closing price of $35.60 on January 22, 2016.

        With respect to Tyco, Johnson Controls' financial advisors drew from the above analysis and other considerations that they deemed relevant in their experience and judgment as financial advisors an illustrative range of transaction multiples for Tyco of implied EV/EBITDA of 11.0x to 14.0x and applied this range to Tyco's LTM EBITDA. The results of Centerview's analysis implied a value per share range for Tyco ordinary shares of approximately $35.00 to $45.50. The results of Barclays' analysis implied a value per share range for Tyco ordinary shares of approximately $35 to $46.

        Johnson Controls' financial advisors compared these per share ranges for Tyco ordinary shares to Tyco's closing price of $30.59 on January 22, 2016 and to the $33.31 implied value, as of January 22, 2016, of the share consideration per share of Johnson Controls common stock proposed to be paid pursuant to the merger agreement at the implied transaction exchange ratio of 0.955 Tyco ordinary shares per share of Johnson Controls common stock (before giving effect to the Tyco share consolidation).

Discounted Cash Flow Analysis without Synergies

        In order to estimate the present value of Johnson Controls common stock and Tyco ordinary shares, Johnson Controls' financial advisors performed a discounted cash flow ("DCF") analysis of Johnson Controls and Tyco. A DCF analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the "present value" of estimated future cash flows of the asset. "Present value" refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

        To calculate the estimated enterprise value of Johnson Controls using the DCF method, Johnson Controls' financial advisors calculated the after-tax unlevered free cash flows for 9 months of fiscal year 2016 from January 1, 2016 to September 30, 2016 and full year of fiscal year 2017 through 2020. Johnson Controls' financial advisors then estimated a range of terminal values for Johnson Controls at the end of the forecast period by applying perpetuity growth rates ranging from 1.5% to 2.5% to estimated after-tax unlevered free cash flows for the terminal year, which was calculated by Johnson Controls' financial advisors based on the Johnson Controls internal forecasts, using assumptions that Johnson Controls' financial advisors' were directed to use by Johnson Controls.

        The unlevered free cash flows and range of terminal values for Johnson Controls were then discounted to present values using the following discount rate ranges, which were chosen by Centerview and Barclays based upon their respective analysis of the weighted average cost of capital ("WACC") of Johnson Controls: