ADT 2011 Annual Report Download - page 206

TYCO INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. Acquisitions (Continued)
Fair Value Calculation of Consideration Transferred
The calculation of the consideration transferred to acquire BHS is as follows. Certain amounts
below cannot be recalculated as the exact BHS common share amounts have not been presented.
($ and common share data in millions, except per share data):
Cash consideration
All cash consideration
Number of shares of BHS common shares outstanding as of May 14, 2010 electing all cash . . 37
Cash consideration per common share outstanding ............................... $ 13.15
Total cash paid to BHS shareholders making all cash election ...................... $ 490
Mixed cash/stock consideration
Number of shares of BHS common shares outstanding as of May 14, 2010 electing mixed
consideration or not making an election ...................................... 7
Cash consideration per common share outstanding ............................... $ 12.75
Total cash paid to BHS shareholders making a mixed election or not making an election . . $ 95
Total cash consideration ................................................ $ 585
Stock consideration
All cash consideration
Number of shares of BHS common shares outstanding as of May 14, 2010 electing all cash . . 37
Exchange ratio .......................................................... 0.7562
Tyco shares issued to BHS shareholders making an all cash election ................. 28
All stock consideration
Number of shares of BHS common shares outstanding as of May 14, 2010 electing all stock . 1
Exchange ratio .......................................................... 1.0951
Tyco shares issued to BHS shareholders making an all stock election ................. 1
Mixed cash/stock consideration
Number of shares of BHS common shares outstanding as of May 14, 2010 electing mixed
consideration or not making an election ...................................... 7
Exchange ratio .......................................................... 0.7666
Tyco shares issued to BHS shareholders making a mixed election or not making an election 6
Total Tyco common shares issued ............................................. 35
Tyco’s average common share price on May 14, 2010 ............................... $ 38.73
Total stock consideration ................................................ $ 1,362
Fair value of BHS stock option, restricted stock unit and deferred stock unit replacement
awards(1) ............................................................ $ 27
Total fair value of consideration transferred .................................... $ 1,974
(1) Represents the fair value of BHS stock option, restricted stock unit and deferred stock unit
replacement awards attributable to pre-combination service issued to holders of these awards in
the acquisition. The fair value was determined using the Black-Scholes model for stock option
2011 Financials 103