SCHAFFHAUSEN, Switzerland,
March 14, 2024 /PRNewswire/ -- The
Board of Directors of TE Connectivity Ltd. (NYSE: TEL), a
world leader in connectors and sensors, has unanimously approved a
proposed change of the company's place of incorporation from
Switzerland to Ireland. Shareholders will be asked to vote in
favor of the proposal at a Special General Meeting of Shareholders
in Zurich, Switzerland. If
approved, TE expects to implement the change in 2024.
TE Connectivity does not anticipate any material change in its
operations or financial results as a result of the change of
domicile. The company will continue to be registered with the U.S.
Securities and Exchange Commission (SEC) and will be subject to the
same SEC reporting requirements. The company's common shares will
continue to trade on the New York Stock Exchange (NYSE) under the
symbol TEL. Switzerland will
continue to serve as a TE leadership hub for critical strategic and
operational functions.
"After careful consideration, our board of directors has
determined that this change is in the best long-term interest of
the company and our shareholders and will help position TE for
continued success," said Chief Executive Officer Terrence Curtin. "This move will not impact our
customers or employees and we are excited to continue working
together to create a safer, sustainable, productive and connected
future."
About TE Connectivity
TE Connectivity Ltd.
(NYSE: TEL) is a global industrial technology leader creating a
safer, sustainable, productive, and connected future. Our broad
range of connectivity and sensor solutions enable the distribution
of power, signal and data to advance next-generation
transportation, renewable energy, automated factories, data
centers, medical technology and more. With more than 85,000
employees, including 8,000 engineers, working alongside customers
in approximately 140 countries, TE ensures that EVERY CONNECTION
COUNTS. Learn more at www.te.com and on LinkedIn, Facebook,
WeChat, Instagram and X (formerly Twitter).
Important Information and Where to Find It
This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
a vote or proxy. In connection with the proposed change in
jurisdiction of incorporation, TE Connectivity plc will file a
proxy statement/prospectus with the SEC that will be sent to TE
shareholders. In addition, TE will be filing additional documents
with the SEC, which contain other relevant materials in connection
with the proposed change in jurisdiction of incorporation.
Shareholders are advised to read the proxy statement/prospectus
carefully and any other materials when they become available
because they will contain important information about the change in
jurisdiction of incorporation. Shareholders may obtain a free copy
of the proxy statement/prospectus (when available) and other
relevant documents filed with the SEC from the SEC's website at
www.sec.gov or at TE's website at www.te.com. These documents (when
available) can also be obtained free of charge from TE upon written
request to TE Connectivity Ltd., Attention: Corporate Secretary,
Mühlenstrasse 26, CH-8200 Schaffhausen, Switzerland.
Participants in the Solicitation
TE and its directors
and officers may be deemed to be participants in the solicitation
of proxies from TE's shareholders in connection with the change in
jurisdiction of incorporation. Information regarding the direct and
indirect interests, by security holdings or otherwise, of the
persons who may, under the rules of the SEC, be considered
participants in the solicitation of shareholders in connection with
Special General Meeting is included in the Company's proxy
statement for the 2024 Annual Meeting under the heading "Security
Ownership of Certain Beneficial Owners and Management," filed with
the SEC on January 17, 2024, and will
be included in proxy statement/prospectus, once available. To the
extent holdings by our directors and executive officers reported in
the definitive proxy statement for the 2024 Annual General Meeting
have changed, such changes have been or will be reflected on
Statements of Change of Ownership on Forms 3, 4 or 5 filed with the
SEC (including Form 4s filed with the SEC on January 30, 2024 and March
4, 2024). These documents are available free of charge as
described above.
Forward-Looking Statements
This release contains
certain "forward-looking statements" within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. These statements
are based on management's current expectations and are subject to
risks, uncertainty and changes in circumstances, which may cause
actual results, performance, financial condition or achievements to
differ materially from anticipated results, performance, financial
condition or achievements. All statements contained herein that are
not clearly historical in nature are forward-looking and the words
"anticipate," "believe," "expect," "estimate," "plan," and similar
expressions are generally intended to identify forward-looking
statements. We have no intention and are under no obligation to
update or alter (and expressly disclaim any such intention or
obligation to do so) our forward-looking statements whether as a
result of new information, future events or otherwise, except to
the extent required by law. The forward-looking statements in this
release include statements about the proposed change of its place
of incorporation to Ireland, which
are subject to risks, such as the risk that the change of place of
incorporation might not be completed or, if completed, that the
anticipated advantages might not materialize, as well as the risks
that the price of TE Connectivity's stock could decline and its
position on stock exchanges and indices could change, and Irish
corporate governance and regulatory schemes could prove different
or more challenging than currently expected. In addition,
examples of factors that could cause actual results to differ
materially from those described in the forward-looking statements
include, among others, the extent, severity and duration of
business interruptions, such as the coronavirus disease 2019
("COVID-19") negatively affecting our business operations;
business, economic, competitive and regulatory risks, such as
conditions affecting demand for products in the automotive and
other industries we serve; competition and pricing pressure;
fluctuations in foreign currency exchange rates and commodity
prices; natural disasters and political, economic and military
instability in countries in which we operate, including continuing
military conflict in certain parts of the world; developments in
the credit markets; future goodwill impairment; compliance with
current and future environmental and other laws and regulations;
and the possible effects on us of changes in tax laws, tax treaties
and other legislation. More detailed information about these and
other factors is set forth in TE Connectivity Ltd.'s Annual Report
on Form 10-K for the fiscal year ended Sept
29, 2023, as well as in our Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other reports filed by us with the
U.S. Securities and Exchange Commission.
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SOURCE TE Connectivity, LTD