Johnson Controls International plc JCI

election_required = True...Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure, upon the terms and subject to the conditions of the Offer. See Section 1. What happens if the number of Shares tendered in the Offer would result in an aggregate purchase price of more than $4,...

expiry = 2019-05-31...NSON CONTROLS INTERNATIONAL PLC OF UP TO $4,000,000,000 OF ITS ORDINARY SHARES AT A PURCHASE PRICE NOT GREATER THAN $40.00 PER SHARE AND NOT LESS THAN $36.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 31, 2019, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Johnson Controls International plc, an Irish public company limited by shares (the “Company,” “we,” “us,” or “our”), is offering to purchas...

listed = True...l Shares that we repurchase pursuant to the Offer. The Offer is not conditioned on the receipt of financing or any minimum value of Shares being tendered. The Offer, however, is subject to other conditions. See Section 7, “Conditions of the Offer.” The Shares are listed on The New York Stock Exchange (“NYSE”) and trade under the symbol “JCI”. On May 2, 2019, the last reported sale price of the Shares on the NYSE was $38.98 per Share, which is above the $36.00 per Share lower end of the price range for the Offer. It is possible that the Purchase Price could be below the May 2, 2019 last reported sale price of the Shares on the date of...

mechanism = DUTCH...Share price range or to purchase additional Shares, subject to applicable law. See Sections 1 and 14. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting this Offer by means of a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares or to tender your Shares at the Purchase Price determined pursuant to the Offer. We are offering to purchase Shares for cash up to an aggregate purchase price of $4,000,000,000, at a per Share price not grea...

mechanism = DUTCH...t $37.50 % at $37.75 % at $38.00 % at $38.25 % at $38.50 % at $38.75 % at $39.00 % at $39.25 % at $39.50 % at $39.75 % at $40.00 % at TBD ** By entering a percentage on the % line at TBD, the undersigned is willing to accept the Purchase Price resulting from the Dutch Auction, for the percentage of shares elected. This could result in receiving a price per Share as low as $36.00 or as high as $40.00 per Share. Please sign exactly as your name appears hereon. Signature [PLEASE SIGN WITHIN BOX] Date E80253-S85895 TRUSTEE DIRECTION FORM JOHNSON CONTROLS INTERNATIONAL PLC BEFORE COMPLETING THIS FORM, PLEASE READ...

must_tender_all = True...operly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $4,000,000,000, we will purchase Shares in the following order of priority: • First, we will purchase all odd lots of less than 100 Shares from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by any such Odd Lot Holder will not qualify for this preference) (the “Preferred Odd Lots”); • Second, after purchasing all the Preferred Odd Lots that were properly ten...

priority = True...er”). Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will determine a single price per Share (the “Purchase Price”), which will be not greater than $40.00 and not less than $36.00 per Share, that we will pay, subject to “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, for Shares properly tendered at or below the Purchase Price in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of Shares tendered pursuant to the Offer and the prices specified, or deemed specified, by the tend...

threshold = 100...res, it is likely that they have earlier deadlines for giving instructions with respect to the Offer and you should contact your broker, dealer, commercial bank, trust company or other nominee as soon as possible to determine what their deadlines may be. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter o...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d719753dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY JOHNSON CONTROLS INTERNATIONAL PLC OF UP TO $4,000,000,000 OF ITS ORDINARY SHARES AT A PURCHASE PRICE NOT GREATER THAN $40.00 PER SHARE AND NOT LESS THAN $36.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 31, 2019, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MA...

txn_type = TENDER_OFFER...ual account under the Plan will be tendered. The remainder of this letter summarizes the transaction, your rights under the Plan and the procedures for providing your directions to Fidelity. You should also review the more detailed explanation provided in the Offer to Purchase, dated May 3, 2019 (the “Offer to Purchase”), enclosed with this letter. BACKGROUND JCI has made an Offer to purchase up to $4,000,000,000 of its Shares from its shareholders at a price not greater than $40.00 nor less than $36.00 per Share, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase. JCI wil...