The Security Industry Association (SIA) announces the 2019 keynote and featured speakers for Securing New Ground (SNG), the security industry’s annual executive conference taking place at the Grand Hyatt New York in Manhattan October 29-30. SNG 2019 will feature keynote remarks from Dr. Steven T. Hunt, chief expert for work and technology at SAP; George Oliver, chairman and CEO of Johnson Controls; and Gary Shapiro, president and CEO of the Consumer Technology Association (CTA). Significant security risks and threats SNG gathers the brightest minds in the security industry and offers a carefully curated program" Additionally, the 2019 conference will include featured presentations from Steve Jones, CEO of Allied Universal, and Brian Tuskan, senior director and chief security officer (CSO) at Microsoft Global Security; and a panel of CSOs and senior security executives from major industries and public safety highlighting significant security risks and threats and how executives mitigate them. “Each year, SNG gathers the brightest minds in the security industry and offers a carefully curated program that inspires these leaders about the potential of the global security industry,” said SIA CEO Don Erickson. “We are thrilled that these top security luminaries from some of the nation’s leading companies will be joining us at SNG 2019 and look forward to diving deep into the most critical industry trends.” Innovative workforce management methods In the conference’s opening keynote presentation, The Human Side of Security, Hunt will explore the impact of integrating security methods into workforce management systems. This session will examine the interaction between security risks, employee psychology, workforce management and information technology and illustrate how physical and information security risks can be mitigated through the use of innovative workforce management methods and technologies. Additionally, attendees will enjoy a keynote-style executive interview featuring Oliver and hosted by SIA Chairman Scott Schafer. This conversation will highlight major industry trends and market drivers and share insights into how one of the security solutions firms — delivering both security technology products and security integration services — is navigating evolutions in technology, business models and customer needs. Managing corporate risk Jones will explore how the business of security is evolving during the session No Off Season In the presentation Consumer Trends Destined to Shape the World, Shapiro will showcase what trends in innovation and consumer preferences are poised to shape the globe and your business. Shapiro is president and CEO of the CTA, the U.S. trade association representing more than 2,200 consumer technology companies and which owns and produces the CES show. In an interview-style session format, Jones will explore how the business of security is evolving during the session No Off Season: Managing Corporate Risk in an Era of Uncertainty. Jones – who, in addition to his role at Allied Universal, authored the book No Off Season – will share insights into what corporate leaders are seeking from security teams and how he has applied leadership lessons to grow his firm while remaining focused on the ultimate goal: managing his clients’ risk and protecting their reputations. Providing end-to-end enterprise security In the session Defining the Future of Security, Tuskan will share his vision on technology, strategy and where the security industry is headed. As CSO for one of technology firms and with a global footprint, Tuskan has a view of security that serves as not only a vision, but also a great example of how strategy and technology can work together. SNG attendees will enjoy Expecting the Unexpected: Security Leaders Speak!, a dynamic panel discussion Tuskan will also discuss the importance of having a strong relationship with the chief information security officer in providing end-to-end enterprise security. Additionally, SNG attendees will enjoy Expecting the Unexpected: Security Leaders Speak!, a dynamic panel discussion featuring Karen Frank, director of global security at Pratt & Whitney; Brad Hegrat, security principal director at Accenture; Andrea Schultz, director of strategic security programs and policy at the National Football League; Trisha Stein, director of administrative operations at the Detroit Police Department; and moderator Pierre Trapanese, CEO of Northland Controls. Small business security These CSOs and senior security executives from major industries and public safety will share perspectives on the significant security risks and threats in their sectors and how they’re mitigating those concerns while keeping an eye on future risks. Other highlights of SNG 2019 will include discussions on the future of consumer and small business security, what politics and policy mean for security businesses, investment insights for the security industry and managing corporate risk; topic-focused thought leadership roundtables; and a lively networking reception. SNG 2019 will be held at the Grand Hyatt New York, and attendees will be offered a special discounted rate at the hotel; the room block will close on Friday, October 11.
Johnson Controls and Tyco will function independently up till the close of merger around Oct. 1, 2016 Johnson Controls and Tyco International has announced the senior executive team that will lead the combined company following the close of their planned merger, which is expected on or around Oct. 1, 2016. New roles As previously announced, at the effective time of the merger, Johnson Controls Chairman and Chief Executive Officer Alex Molinaroli will be appointed to the same role for the combined company. Tyco Chief Executive Officer George Oliver will serve as President and Chief Operating Officer, with responsibility for the operating businesses and leading the integration, and will become a director on the new company's board. Mr. Molinaroli will serve as Chairman and Chief Executive Officer for 18 months after the closing. At that time, Mr. Oliver will become Chief Executive Officer and Mr. Molinaroli will become Executive Chair for one year, after which Mr. Oliver will become Chairman and Chief Executive Officer. "We are pleased to reach this major milestone on our journey to bring two great companies together to create a global leader in building products and technology, integrated solutions and energy storage," said Mr. Molinaroli. "This team of talented executives will ensure the combined company continues to thrive, grow and create unique value for our customers and shareholders. We are looking forward to bringing our complementary capabilities together to turn the possibilities for smart buildings and urban environments into reality around the world." Corporate Executive Officers "We are looking forward tobringing our complementarycapabilities together to turnthe possibilities for smartbuildings and urban environmentsinto reality around the world" In addition to Mr. Oliver, upon completion of the merger the following enterprise leaders will report to Mr. Molinaroli: Grady Crosby will serve as Vice President, Public Affairs & Chief Diversity Officer – currently holds the same role with Johnson Controls Simon Davis will serve as Vice President & Chief Human Resources Officer – currently holds the same role with Johnson Controls Kim Metcalf-Kupres will serveas Vice President & Chief Marketing Officer – currently holds the same role with Johnson Controls Judy Reinsdorf will serve as Executive Vice President & general counsel – currently holds the same role with Tyco John Repko will serve as Vice President & Chief Information Officer – currently Chief Information Officer & Enterprise Transformation Leader with Tyco Brian Stief will serve as Executive Vice President & Chief Financial Officer – currently holds the same role with Johnson Controls Jeff Williams will serve as Vice President, Operations & Engineering – currently holds the same role with Johnson Controls Business Leaders Upon completion of the merger, the following business leaders will report to Mr. Oliver: Bill Jackson, Executive Vice President & President, Building Efficiency Trent Nevill, Vice President & President, Asia Pacific Colleen Repplier, President, Fire Protection Products Girish Rishi, Executive Vice President, North America Integrated Solutions & Services and Tyco Retail Solutions Mike Ryan, President, Security Products and Life Safety Products Johan Pfeiffer, Executive Vice President, Rest of World Integrated Solutions & Services Joe Walicki, Vice President & President, Power Solutions Until the close of the transaction, Johnson Controls and Tyco will continue to operate independently under their current leadership structures.
As industry consolidation continues, we can expect a number of mergers and acquisitions (M&As) in the next several months, but the first M&A story of 2016 is a whopper. This week, Johnson Controls and Tyco have announced their merger into one company with annual revenue of $32 billion. The new Johnson Controls will be almost a direct reflection of one of the industry’s biggest trends – the move toward technology convergence and smart buildings. Johnson Controls has previously had a small presence in the physical security market, but their products have mostly centred around building controls, HVAC and energy storage technology. For its part, Tyco’s focus on video, access control and alarm systems has expanded to consider those systems in the context of broader building systems. The trend toward convergence in the building market is the common ground for these companies, and a major driver in their decision to merge. The combined company, Johnson Controls plc, will provide products, installation and service capabilities across controls, fire, security, HVAC and power solutions. Combined resources and territories for strong ‘global footprints’ “Tyco no longer sees its market as limited to the fire and security industry when developing new products and services,” says George Oliver, Tyco CEO. “In the long term, this transaction allows us to more completely address the total customer need and to combine Johnson Controls’ strong product portfolio with our resources, devices and in the field to create solutions to better solve customers’ problems.” He says both companies offer “robust innovation pipelines and extensive global footprints.” Those global footprints are also complementary. For example, Tyco is very strong in Europe, while Johnson Controls has more presence in Asia; the combined company will therefore have both areas covered, and both are strong in the United States. Both companies have also worked to standardise and simplify their products, which will promote easier integration to combine their capabilities. The combined company will be headquartered at Tyco’s current global headquarters in Cork, Ireland. U.S. headquarters will be at Johnson Controls’ current location in Milwaukee. The merger is expected to be complete by the end of fiscal 2016. (In 2017, the combined companies will “spin off” a Johnson Controls division that manufactures automotive seats.) Click here for larger imageThe combined strengths and specialised areas of Johnson Controls and Tyco willallow them to deliver integrated systems for smart buildings in the future Smart buildings & technology convergence trends “Convergence of fire and security with building controls and HVAC creates a much greater value proposition,” Oliver notes. “We can capitalise on the trend toward smart buildings.” The connectivity trend includes homes, buildings and cities. Markets include large institutions, commercial buildings, retail, industrial, small business and residential. “There is true convergence of technology taking place,” he adds. “When you look at the total customer problem, and the ability to create new business models to support customers, create value and accelerate growth, there isn’t a better combination [than Tyco and Johnson Controls.] The foundation of the deal is a great strategic fit, and being able to capitalize on the growth opportunity we see going forward.” The companies’ product offerings reflect how both companies have been working toward smarter buildings. Johnson Controls’ Metasys intelligent Building Automation System connects HVAC, lighting, security and protection systems, enabling them to communicate on a single platform to enable smarter decision-making. Tyco has developed the TycoOn cloud-based system to collect data from various sensors and to configure the data and apply analytics. Integrators going beyond physical security In addition to lowering costs, combining the two companies’ technologies will provide more opportunities from “Big Data” and the “Internet of Things” – including the ability to monitor equipment and analyse trends for customers. Beyond positioning the new company well in the building market, the merger will provide $500 million in “cost synergies,” not to mention $150 million in tax savings, according to the companies. Many end users now view their physical security and fire systems in the broader environment of their building systems, and even integrator/installers are expanding their view beyond a narrow focus on video cameras and access control. Smart buildings are a big trend, and an opportunity that more and more companies will be looking to capitalise on. The new Johnson Controls (incorporating what we now know as Tyco) will be well-positioned to succeed in that market. It’s also a new chapter for some of the most well-known brands in the physical security market – such as American Dynamics, Software House, Exacq Technologies and SimplexGrinnell. They’ll be finding their place in the world of smart buildings, too.
Johnson Controls and Tyco announced that they have entered into a definitive merger agreement under which Johnson Controls, a global multi-industrial company, will combine with Tyco, a global fire and security provider, to create the leader in building products and technology, integrated solutions and energy storage. Under the terms of the agreement, which has been unanimously approved by both companies' Boards of Directors, Johnson Controls shareholders will own approximately 56 percent of the equity of the combined company and receive aggregate cash consideration of approximately $3.9 billion. Current Tyco shareholders will own approximately 44 percent of the equity of the combined company. "The proposed combination of Johnson Controls and Tyco represents the next phase of our transformation to become a leading global multi-industrial company," stated Alex Molinaroli, chairman and chief executive officer, Johnson Controls. "With its world-class fire and security businesses, Tyco aligns with and enhances the Johnson Controls buildings platform and further positions all of our businesses for global growth. Through this transaction, we will also expand our ability to further invest globally, develop new innovative solutions for customers and return capital to shareholders." "The combination of Tyco and Johnson Controls is a highly strategic, value-enhancing step that brings together the unique strengths of two great companies to deliver best-in-class building technologies and services to customers around the world," said George R. Oliver, chief executive officer, Tyco. "We believe this transaction will allow us to better capture opportunities created by increased connectivity in homes, buildings and cities. Joining forces with Johnson Controls pairs our leading established businesses with robust innovation pipelines and extensive global footprints to deliver greater value to customers, shareholders and employees of both companies." "With its world-class fire and security businesses, Tyco aligns with and enhances the Johnson Controls buildings platform and further positions all of our businesses for global growth Under the terms of the proposed transaction, the businesses of Johnson Controls and Tyco will be combined under Tyco International plc, which will be renamed "Johnson Controls plc." The companies expect that shares of the combined company will be listed on the New York Stock Exchange and trade under the "JCI" ticker. Upon the closing of the transaction, the combined company is expected to maintain Tyco's Irish legal domicile and global headquarters in Cork, Ireland. The primary operational headquarters in North America for the combined company will be in Milwaukee, where Johnson Controls has been based. Strategic rationale - near-term growth and product innovation The combined company brings together best-in-class product, technology and service capabilities across controls, fire, security, HVAC, power solutions and energy storage, to serve various end-markets including large institutions, commercial buildings, retail, industrial, small business and residential. The combination of the Tyco and Johnson Controls buildings platforms creates immediate opportunities for near-term growth through cross-selling, complementary branch and channel networks, and expanded global reach for established businesses. The new company will also benefit by combining innovation capabilities and pipelines involving new products, advanced solutions for smart buildings and cities, value-added services driven by advanced data and analytics and connectivity between buildings and energy storage through infrastructure integration. As a result, the new company will be able to better partner with its customers to help improve their overall performance and operations, enhancing the experience for their own customers in areas such as comfort, safety and accessibility. In addition, the combined company will have one of the largest energy storage platforms with capabilities including traditional lead acid as well as advanced lithium ion battery technology serving the global energy storage market. Johnson Controls is in the midst of a strategic transformation to become a top-quartile multi-industrial company with leadership in attractive spaces connected to core growth platforms in buildings and energy storage. This focus has resulted in significant portfolio changes over the past few years including the divestiture of its Automotive Electronics and Interiors and Global Workplace Solutions businesses, as well as the acquisition of Air Distribution Technologies and the formation of Johnson Controls - Hitachi joint venture. The company announced in July 2015 that it is planning to spin off Adient at the beginning of fiscal year 2017. The combined companies, to be known as Johnson Controls plc, will maintainTyco's Irish legal domicile and remain headquarted in Cork, Ireland Tyco has transformed from a diversified holding company to a streamlined operating company with a focused and leading portfolio in fire and security that will complement Johnson Controls' buildings platform. Tyco combines best-in-class products with a world-class installation and service capability delivered across a global network of branches. The company's core strengths include security and fire systems integration, commercial security monitoring, as well as fire, security and life-safety products. Value creation for both companies' shareholders Pro forma for the transaction and separation of Adient, Johnson Controls is expected to have approximately $32 billion of revenue in fiscal year 2016 and $4.5 billion of EBITDA before synergies. Adient is expected to have approximately $16.6 billion of revenue in fiscal year 2016 and $1.6 billion of EBITDA. In addition, Adient is expected to distribute between $2.5 to $3.5 billion to Johnson Controls in conjunction with the spin-off. The new company expects to deliver at least $500 million in operational synergies over the first three years after closing. These annual cost synergies are expected to be achieved by increasing efficiencies, eliminating redundancies, integrating the global branch networks, and leveraging the combined scale of an over $20 billion buildings business platform. In addition, the transaction is expected to create at least $150 million in annual tax synergies. Johnson Controls shareholders will own approximately 56 percent of the equity of the combined company and receive aggregate cash consideration of approximately $3.9 billion. Tyco shareholders will own approximately 44 percent of the equity of the combined company. The exchange ratio represents a 13 percent premium to Tyco shareholders based on 30-day volume-weighted average prices and an 11 percent premium based on share prices as of the close of market on Jan. 22, 2016, assuming that each share of the combined company has a value equal to one Johnson Controls share. Given their ownership of the combined company, both Tyco and Johnson Controls shareholders will participate in the substantial value-creation opportunities presented by $650 million in synergies, plus incremental upside from revenue growth acceleration. Post-transaction, the combined company expects to maintain a strong investment grade credit rating and continue to pursue a balanced capital allocation program including a strong and growing dividend, consistent return of capital, and value-creating investment. Alex Molinaroli will be the chairmanand CEO of the combined company.George Oliver will serve as presidentand COO and serve as a director onthe new board, with responsibility forthe operating businesses and leadingthe integration Both Johnson Controls and Tyco shareholders will receive shares of Adient (Johnson Controls Automotive Experience) which will be distributed after the merger. The Adient spin-off is expected to occur at the beginning of fiscal 2017. Transaction details Immediately prior to the merger, Tyco will effect a reverse stock split so that Tyco shareholders will receive a fixed exchange ratio of 0.9550 shares for each of their existing Tyco shares. Johnson Controls shareholders may elect to receive either one share of the combined company for each of their Johnson Controls shares or cash equal to $34.88 per share, which represents Johnson Controls' five-day volume-weighted average share price. Elections by Johnson Controls shareholders are subject to proration such that an aggregate of approximately $3.9 billion cash is paid in the merger. The combination will be tax-free to Tyco shareholders, and taxable to Johnson Controls shareholders. Tyco has secured a committed $4.0 billion bank facility to finance the cash consideration of the transaction. The completion of the transaction, which is expected by the end of fiscal year 2016, is subject to customary closing conditions, including regulatory approvals and approval by both Johnson Controls and Tyco shareholders. Governance and leadership Following closing of the transaction, the board of directors of the combined company is expected to have 11 directors, consisting of six directors from Johnson Controls and five directors from Tyco. Alex Molinaroli will be the chairman and chief executive officer (CEO) of the combined company. George Oliver will serve as president and chief operating officer and serve as a director on the new board, with responsibility for the operating businesses and leading the integration. Mr. Molinaroli will serve as chairman and CEO for a term of 18 months after the closing. At that time, Mr. Oliver will become CEO and Mr. Molinaroli will become executive chair for one year, after which Mr. Oliver will become chairman and CEO. Centerview Partners is serving as Johnson Controls' lead financial advisor. Barclays is serving as financial advisor for Johnson Controls. Wachtell, Lipton, Rosen & Katz and A&L Goodbody are acting as its legal advisors. Lazard is serving as Tyco's lead financial advisor. Citi is providing the committed financing for the transaction and Goldman Sachs is serving as financial advisor for Tyco. Simpson Thacher & Bartlett and Arthur Cox are acting as its legal advisors. Fiscal Q1 earnings update As part of today's announcement, both companies provided preliminary 2016 first fiscal quarter earnings results. Johnson Controls said its adjusted earnings per share for the first fiscal quarter is expected to be $0.82, compared with guidance of $0.80 - $0.83. Tyco's earnings per share before special items is expected to be $0.42 versus guidance of $0.40. Johnson Controls will report earnings on Jan. 28, 2016. Tyco will report on Jan. 29, 2016.
The Global Center of Excellence Network helps minimise risks, preserve profits, automate efficiencies and gain real-time intelligence Tyco recently announced the expansion of its Global Center of Excellence Network, which enables multinational companies to streamline and standardise their fire and security systems around the world. Following the success of its Global Center of Excellence (GCoE) in Birmingham, Alabama, Tyco is opening and expanding facilities in key areas across the globe designed to emulate this model. The first centre of the expansion opened in Denver this year, with Santiago, Chile scheduled to open in late November of this year. The company already has a centre in Birmingham, UK, and will align this centre with the global network. The company plans to open additional facilities over the next two years in Asia and India. Tyco CoEs develop detailed work plans The Tyco CoEs develop standards, technical specifications and detailed work plans that enable high quality fire and security installations globally, while also providing customers with remote system audit services to verify functionality and compliance with regional and corporate standards. Since its opening in 2010, the company's flagship Birmingham centre has grown by almost 300 percent, helping more than 50 Fortune 500 companies streamline and standardise their global integrated fire and security systems. Based on the success and momentum this centre generated, Tyco opened its Denver Center of Excellence to support increasing customer demand from their national, regional, and global customers. The new 20,000 square-foot Center of Excellence currently houses 40 employees and is located in Denver, CO. Serving global customers with a single point of contact, the Global Center of Excellence Network helps minimise risks, preserve profits, automate efficiencies and gain real-time intelligence from a scalable platform offering integrated solutions. Delivering unique value to strategic customers "Our goal is to do more than evolve with industry and technology change; we want to serve as a key player in driving innovation and delivering unique value to our strategic customers," said George Oliver, Tyco's Chief Executive Officer. "Customers who leverage our Global Center of Excellence Network benefit from local talent backed by Tyco's more than 140 years of experience and breadth of technology expertise, freeing them to focus on moving forward with new, differentiated solutions." Each Tyco CoE employs a wide range of talented individuals including certified design engineers, computer-aided design operators, program managers, system engineers and other specialists who design and manage the deployment of global fire and security standards for enterprise-level intrusion security, access control, video management, fire systems and integration. The network's Global Business Management system allows the CoEs around the world to work together seamlessly, sharing talents and workloads across locations to ensure a better overall customer experience. In the last 12 months, the GCoE network has completed nearly 8,000 projects for Tyco's top global, regional, and national customers in more than 85 countries around the world.
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