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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

(Amendment No.         )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Tyco International Ltd.

(Name of the Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Dear Fellow Shareholders:

Our board of directors has unanimously approved, and is submitting to our shareholders for their approval at a special general meeting of shareholders (the “Special General Meeting”) to be held on September 9, 2014, a proposal that will, if approved, result in Tyco International Ltd. (“Tyco Switzerland”), our current holding company which is incorporated under Swiss law, changing its jurisdiction of organization from Switzerland to Ireland. If the proposal is approved by our shareholders, Tyco Switzerland will merge (the “Merger”) with Tyco International plc, a newly formed Irish public limited company and direct subsidiary of Tyco Switzerland (“Tyco Ireland”). As a result of the Merger, each shareholder of Tyco Switzerland will receive one ordinary share of Tyco Ireland in exchange for each Tyco Switzerland common share held immediately prior to the effectiveness of the Merger. The Merger would result in you holding Tyco Ireland ordinary shares, rather than Tyco Switzerland common shares.

Immediately after the Merger, the number of Tyco Ireland ordinary shares you own will be the same as the number of common shares you held in Tyco Switzerland immediately prior to the Merger, and your relative economic interest in us will remain unchanged. After the Merger, Tyco Ireland will continue to conduct the same businesses that Tyco Switzerland conducted prior to the Merger.

We expect the ordinary shares of Tyco Ireland to be listed on the New York Stock Exchange (“NYSE”) under the symbol “TYC,” the same symbol under which your common shares in Tyco Switzerland are currently listed and traded. Currently, there is no established public trading market for the ordinary shares of Tyco Ireland.

After the Merger, as we describe in this proxy statement/prospectus, your rights under Irish corporate law as a holder of Tyco Ireland ordinary shares will differ from your current rights under Swiss corporate law as a holder of Tyco Switzerland common shares. Tyco Ireland’s articles of association will also differ in some respects from Tyco Switzerland’s articles of association and organizational regulations.

Upon completion of the Merger, Tyco Ireland will remain subject to U.S. Securities and Exchange Commission reporting requirements, the mandates of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable corporate governance rules of the NYSE, and Tyco Ireland will continue to report Tyco’s consolidated financial results in U.S. dollars and under U.S. generally accepted accounting principles. After the Merger, Tyco Ireland must also comply with any additional reporting and governance requirements of Irish law.

Under U.S., Swiss and Irish tax law, holders of Tyco Switzerland common shares generally will not recognize a gain or loss on the exchange of their common shares in the Merger. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR REGARDING YOUR PARTICULAR TAX CONSEQUENCES.

The Merger cannot be completed without satisfying certain conditions, the most important of which is the approval of a merger agreement (the “Merger Agreement”) pursuant to which the Merger will be effected by the affirmative vote of at least two-thirds of the common shares of Tyco Switzerland represented in person or by proxy at the Special General Meeting.

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We currently anticipate that the Merger will be completed during the second half of 2014, although we may abandon the Merger at any time prior to the Special General Meeting, and in some circumstances, after obtaining shareholder approval at the Special General Meeting.

We are also asking our shareholders to approve a proposal relating to the creation of “distributable reserves,” which are required under Irish law for Tyco Ireland to, among other things, be able to pay dividends or repurchase ordinary shares after the Merger. However, the Merger is not conditioned on approval of this proposal. The creation of distributable reserves is also subject to approval by the Irish High Court.

We plan to continue to pay the dividend installments approved by our shareholders at our annual general meeting held on March 5, 2014 in respect of Tyco shares issued as the time of the Merger. These payments do not require Irish High Court approval. As long as you are a holder of Tyco shares on the applicable record and payment date relating to any of the remaining installments of such dividend, you will receive such dividend installment regardless of which Tyco entity pays it.

This proxy statement/prospectus provides you with detailed information regarding the Merger. We encourage you to read this entire proxy statement/prospectus carefully. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS WE DESCRIBE HEREIN.

Your vote is very important. All shareholders are cordially invited to attend the Special General Meeting. We urge you, whether or not you plan to attend the Special General Meeting, to submit your proxy either by (1) voting electronically over the Internet at www.proxyvote.com by following the instructions on the enclosed proxy or voting instruction card or (2) completing the enclosed proxy or voting instruction card and then signing, dating and mailing the card in the enclosed postage-paid envelope.

Shareholders who are registered with voting rights in Tyco Switzerland’s share register as of the close of business (Eastern Time) on the record date, July 25, 2014, have the right to attend the Special General Meeting and are entitled to vote their Tyco Switzerland common shares, or may grant a proxy to vote on each of the proposals included in this proxy statement/prospectus. Shareholders who purchase shares after July 25, 2014, and, upon application, become registered as shareholders on or before September 2, 2014, may attend and vote such shares at the Special General Meeting with a proxy form from the record holder on July 25, 2014.

The Special General Meeting will be held on September 9, 2014, at 3:00 pm Central European Time (9:00 am Eastern Daylight Time), and the place of the Special General Meeting will be Tyco International Ltd., Victor von Bruns-Strasse 21, CH-8212 Neuhausen am Rheinfall, Switzerland.

Your board of directors has unanimously approved the Merger Agreement pursuant to which the Merger will be effected and recommends that you vote “FOR” each of the proposals included herein, including the proposal to approve the Merger Agreement (which we refer to as the “Merger Agreement Proposal”) and the proposal to reduce share premium of Tyco Ireland to allow the creation of distributable reserves (which we refer to as the “Reserves Proposal”). We urge you to join us in supporting this important initiative.

Very Truly Yours,

/s/ George R. Oliver

George R. Oliver

Chief Executive Officer

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In reviewing this proxy statement/prospectus, you should carefully consider the matters described under “Risk Factors.”

This proxy statement/prospectus incorporates important business and financial information about Tyco Switzerland from documents filed with the U.S. Securities and Exchange Commission (the “SEC”) that have not been included in or delivered with this proxy statement/prospectus. This information is available at the Web site the SEC maintains at www.sec.gov, as well as from other sources. See the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” You also may request copies of these documents from us, without charge, upon written or oral request directed to Tyco Shareholder Services, Tyco International Ltd., c/o Corporate Secretary, Victor von Bruns-Strasse 21, CH-8212 Neuhausen am Rheinfall, Switzerland. In order to receive timely delivery of the documents, you must make your request no later than five business days prior to the date of the Special General Meeting.

This document is not a prospectus within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland (as amended), the Prospectus Directive (2003/71/EC) or articles 652a or 1156 of the Swiss Code of Obligations. No offer of shares to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law (within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland, as amended) or the Prospectus Directive (2003/71/EC). Other than pursuant to U.S. federal and state securities laws, this document is not a prospectus, prospectus equivalent document or any other form of formal disclosure document for the purposes of any applicable law, rule or regulation in any other jurisdiction, state, province or territory and no offer of shares to the public is being made, or will be made, that requires the publication of a prospectus, prospectus equivalent document or any other form of formal disclosure document and this document is not required to, and does not, contain all the information which may be required in a prospectus, prospectus equivalent document or any other form of formal disclosure document for the purposes of any applicable law, rule or regulation in any other jurisdiction, state, province or territory.

None of the SEC, any U.S. state securities commission, the Central Bank of Ireland or any other regulatory body, agency or authority elsewhere have approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense. This document has not been reviewed by or registered with the Central Bank of Ireland or any other regulatory body, agency or authority elsewhere, other than the SEC. This document does not constitute investment advice or the provision of investment services within the meaning of the European Communities (Markets in Capital Instruments) Regulations 2007 of Ireland (as amended), the Markets in Financial Instruments Directive (2004/39/EC) or any equivalent law, rule or regulation in any other jurisdiction, state, province or territory. This document does not take into account the investment objectives, financial situation or needs of any particular person. Neither Tyco Ireland nor Tyco Switzerland is an authorized investment firm within the meaning of the European Communities (Markets Financial Instruments) Regulations 2007 of Ireland (as amended), the Markets in Financial Instruments Directive (2004/39/EC) or any equivalent law, rule or regulation in any other jurisdiction, state, province or territory and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this document.

This proxy statement/prospectus does not constitute an offer to sell or otherwise dispose of, or an invitation or solicitation of any offer to buy or otherwise acquire, any securities in any jurisdiction, state, province or territory in contravention of applicable law.

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NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

August 1, 2014

NOTICE IS HEREBY GIVEN that a Special General Meeting (the “Special General Meeting”) of shareholders of Tyco International Ltd., a company organized under the laws of Switzerland (“Tyco Switzerland”), will be held on September 9, 2014, at 3:00 pm Central European Time (9:00 am Eastern Daylight Time), at Tyco International Ltd., Victor von Bruns-Strasse 21, CH-8212 Neuhausen am Rheinfall, Switzerland, for the following purposes:

The date of this proxy statement/prospectus is August 1, 2014. A copy of the proxy materials, including the Notice of Special General Meeting of Shareholders, this proxy statement/prospectus and the enclosed proxy card or voting instruction card, is first being sent on or about August 1, 2014 to each holder of Tyco Switzerland common shares registered in our share register as of the close of business (Eastern Time) on the record date, July 25, 2014. Shareholders of record and beneficial owners of our common shares at the close of business (Eastern Time) on the record date are entitled to attend and vote on matters presented at the Special General Meeting, and shareholders who become registered as record holders after July 25, 2014, and on or prior to September 2, 2014, may also attend and vote at the Special General Meeting with a proxy from the record holder on July 25, 2014. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card or voter information card to ensure that your shares are represented at the meeting. Shareholders of record who attend the meeting may vote their shares personally, even though they have sent in proxies.

By Order of the Board of Directors

Judith A. Reinsdorf

Executive Vice President and General Counsel

Neuhausen am Rheinfall, Switzerland

August 1, 2014

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WHERE YOU CAN FIND MORE INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Tyco from documents filed with the U.S. Securities and Exchange Commission (“SEC”) that have not been included herein or delivered herewith. Tyco Switzerland is subject to the informational requirements of the U.S. Securities Exchange Act of 1934 and in accordance therewith files annual, quarterly and current reports, proxy statements and other information with the SEC (File No. 001-13836). You may read and copy any reports, statements or other information we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Tyco Switzerland’s SEC filings also are available to the public at the SEC’s web site at http://www.sec.gov.

Tyco Ireland has filed a Registration Statement on Form S-4 with the SEC to register Tyco Ireland ordinary shares in connection with the Merger. This proxy statement/prospectus is a part of that registration statement and constitutes a prospectus of Tyco Ireland under applicable U.S. securities laws in addition to being the proxy statement of Tyco Switzerland for the Special General Meeting. This proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the Investment Funds, Companies and Miscellaneous Provisions Act of 2005 of Ireland (the “2005 Act”), Article 652a or Article 1156 of the Swiss Code of Obligations, the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) of Ireland or the Prospectus Rules issued under the 2005 Act, and the Central Bank of Ireland has not approved this document.

The SEC allows Tyco Switzerland and Tyco Ireland to “incorporate by reference” information into this proxy statement/prospectus, which means that:

We incorporate by reference the documents listed below that Tyco Switzerland previously filed with the SEC and any future filings Tyco Switzerland makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this proxy statement/prospectus and before the date of the Tyco Switzerland Special General Meeting:

Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference in this proxy statement/prospectus.

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You may request a copy of any of these filings, at no cost, by request directed to Tyco Switzerland at the following address or telephone number:

Tyco Shareholder Services

Tyco International Ltd.

Victor von Bruns-Strasse 21, CH-8212

Neuhausen am Rheinfall, Switzerland,

Attention: Corporate Secretary

Telephone: +41 52 633 02 44

In order to ensure timely delivery of these documents, you should make such request no later than September 2, 2014, which is five business days prior to the date of the Special General Meeting.

You can also find these filings on Tyco Switzerland’s website at www.tyco.com. However, we are not incorporating the information on Tyco Switzerland’s website other than these filings into this proxy statement/prospectus. The exhibits to these documents will generally not be made available unless they are specifically incorporated by reference in this proxy statement/prospectus.

You should rely only on the information contained in this proxy statement/prospectus or the information that we have referred you to. Neither Tyco Switzerland nor Tyco Ireland has authorized anyone to provide you with any additional information. This proxy statement/prospectus is dated as of the date listed on the cover page. You should not assume that the information in this proxy statement/prospectus, as well as the information we file or previously filed with the SEC that we incorporate by reference in this proxy statement/prospectus, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since such dates.

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PROXY STATEMENT

FOR THE

SPECIAL GENERAL MEETING OF SHAREHOLDERS OF

TYCO INTERNATIONAL LTD.

TO BE HELD ON SEPTEMBER 9, 2014

This proxy statement/prospectus is being furnished to the shareholders of Tyco International Ltd., a company organized under the laws of Switzerland (“Tyco Switzerland”), in connection with the solicitation by Tyco Switzerland’s board of directors (the “Board”) of proxies for use at its Special General Meeting of Shareholders (the “Special General Meeting”) to be held on September 9, 2014, at 3:00 pm Central European Time (9:00 am Eastern Daylight Time), at Tyco International Ltd., Victor von Bruns-Strasse 21, CH-8212 Neuhausen am Rheinfall, Switzerland, at which shareholders will have the opportunity to vote on the matters that will be presented at the Special General Meeting. The approximate date of first mailing of this proxy statement/prospectus and the accompanying proxy is August 1, 2014.

In this proxy statement/prospectus, we sometimes refer to Tyco Switzerland as “we” or “our.” We refer to Tyco International plc, a newly-formed Irish public limited company and direct subsidiary of Tyco Switzerland as “Tyco Ireland.” We also refer to Tyco Switzerland prior to the Merger (as defined below) and Tyco Ireland following the Merger as “Tyco.”

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PROXY STATEMENT SUMMARY

Special General Meeting

Proposals to be Voted Upon

Shareholder Rights Before and After the Merger

We have summarized below some examples of what your rights as a shareholder would be before and after the Merger, in particular as they relate to corporate governance matters.

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These examples are for illustrative purposes only. Please refer to Comparison of Rights of Shareholders on page 85 for a detailed summary of your current rights as a holder of Tyco Switzerland shares and as a holder of Tyco Ireland ordinary shares following the Merger.

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QUESTIONS AND ANSWERS ON THE SOLICITATION AND THE VOTING

The following questions and answers are intended to address briefly some commonly asked questions regarding the matters that will be presented at the Special General Meeting. These questions and answers may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this proxy statement/prospectus, its annexes and the documents referred to or incorporated by reference in this proxy statement/prospectus for more information. For instructions on obtaining the documents incorporated by reference, see “Where You Can Find More Information.”

We will not undertake the Merger unless the Merger Agreement Proposal is approved by our shareholders.

In addition, the Board is seeking your approval of the reduction of the share premium account of Tyco Ireland to allow for the creation of distributable reserves, which are required under Irish law to allow Tyco Ireland to make distributions, to pay dividends or to repurchase or redeem Tyco Ireland ordinary shares following completion of the Merger (the “Reserves Proposal”).

The Merger is not conditioned on the approval of the Reserves Proposal.

We are asking you to vote on each of the Merger Agreement Proposal and the Reserves Proposal, which is why we have called the Special General Meeting and sent you this proxy statement/prospectus. We encourage you to read this proxy statement/prospectus carefully.

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Immediately after the Merger, the number of Tyco Ireland ordinary shares you own will be the same as the number of Tyco Switzerland common shares you held immediately prior to the Merger, and your relative economic interest in us will remain unchanged. After the Merger, Tyco Ireland will continue to conduct the same businesses that Tyco Switzerland conducted prior to the Merger.

The principal reason for recommending the change in domicile is the uncertainty created by the shifting regulatory environment in Switzerland, which is in part due to the approval of ballot initiatives by Swiss voters. In Switzerland, if a ballot initiative is approved by voters, it is adopted into the Swiss federal constitution without a preceding parliamentary process, which results in unpredictability in the Swiss legal system. During 2013, eleven public votes on initiatives for the amendment of the Swiss federal constitution and referendums on federal statutes were held at the federal level, with voters approving six proposals, including the initiative on executive compensation and other corporate governance matters (the “Minder Initiative”). More recently, Swiss voters approved an initiative imposing caps on immigration.

As a result of the Minder Initiative, Swiss law now directly subjects our directors to potential criminal liability, including for certain compensation decisions considered routine in other jurisdictions, and imposes additional shareholder voting requirements that are inconsistent with

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SEC requirements. Swiss law also prohibits certain incentive and severance compensation practices that we consider important in order to provide market-based compensation to current and prospective executives and directors in our industry, that are also competitive when compared to that provided by our peers.

We believe these new laws, and the uncertainties about their application and enforcement, place Tyco at a competitive disadvantage. In addition, we believe the changes mandated by the Minder Initiative will impair the flexibility that our Board currently enjoys and could be confusing to shareholders. Tyco’s current corporate governance structure, set forth in our Board Governance Principles, includes principles and practices that we believe represent best practices tailored to our unique circumstances. We are firmly committed to these principles and practices wherever the company is based. Our concern with the changes in Swiss law is the restrictive nature of the new regulations as well as ongoing uncertainty about how the laws will be applied and enforced. During 2013 and 2014, our management and the Board conducted a comprehensive review of jurisdictions due to these concerns, including at meetings of the Board and its committees held in May, July and December 2013 and in May 2014.

Based upon such review, we believe that the legal and regulatory systems in Ireland will provide us certain advantages over the comparative systems in Switzerland. We anticipate that having our publicly-traded parent company incorporated in Ireland will provide us the following benefits:

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Although we expect that the Merger should provide us the benefits described above, the Merger will expose Tyco and its shareholders to some risks:

The Board has considered both the potential advantages of, and the risks associated with, the Merger and has unanimously approved the Merger Agreement and recommends that shareholders vote to approve the Merger Agreement Proposal. See “Approval of the Merger Agreement—Background and Reasons for the Merger” for further information.

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Conditional upon approval of the Merger Agreement Proposal by our shareholders, and the satisfaction of the other conditions to completing the Merger, Tyco Switzerland will merge with and into Tyco Ireland effective upon the registration of the Merger with the commercial register of the Canton of Schaffhausen, Switzerland (the “Commercial Register”), subject to approval by the Swiss Federal Commercial Register Office.

As a result of the Merger:

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Under U.S. federal income tax law, holders of Tyco Switzerland common shares generally will not recognize gain or loss as a result of the exchange of their common shares for ordinary shares of Tyco Ireland in the Merger. See “Material Tax Considerations—U.S. Federal Income Tax Considerations.”

Under Irish tax law, holders of Tyco Switzerland common shares who are not tax resident in Ireland and who do not carry on a trade in Ireland through a branch or agency to which the holding of such shares is attributable will not be subject to tax as a result of the Merger. See “Material Tax Considerations—Irish Tax Considerations.”

While no ruling has been or will be requested from the U.S. Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax consequences of the Merger, it is a condition to closing of the Merger that we receive an opinion from our tax counsel, McDermott Will & Emery LLP, in form and substance reasonably satisfactory to us, confirming, as of the effective date of the Merger, the matters discussed under the heading “Material Tax Considerations—U.S. Federal Income Tax Considerations,” including that neither we nor our shareholders will recognize gain or loss in the Merger. See “Summary of the Proposals—Conditions to Completion of the Merger” as well as “Material Tax Considerations—U.S. Federal Income Tax Considerations.”

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SHARES HELD BY U.S. RESIDENT SHAREHOLDERS

Dividends paid in respect of Tyco Ireland ordinary shares that are owned by residents of the United States generally will not be subject to Irish withholding tax. For shares held beneficially, dividends will not be subject to Irish withholding tax if the address of the relevant shareholder in his, her or its broker’s records is in the United States. For shares held directly, dividends will not be subject to Irish withholding tax if the shareholder has provided a valid Irish dividend withholding tax exemption form (Form V2A, V2B or V2C) or a valid Form 6166 to Tyco Ireland’s transfer agent.

SHARES HELD BY RESIDENTS OF “RELEVANT TERRITORIES” OTHER THAN THE UNITED STATES

Dividends paid to Tyco Ireland shareholders who are residents of “relevant territories” other than the United States generally will not be subject to Irish withholding tax, provided that those shareholders provide required Irish dividend withholding tax exemption forms (Form V2A, V2B or V2C) that will allow them to receive their dividends without any Irish withholding tax. Such shareholders must provide the appropriate Irish forms to their brokers before the record date for the first dividend payment to which they are entitled (in the case of shares held beneficially) or to Tyco Ireland’s transfer agent at least seven business days before such record date (in the case of shares held directly).

SHARES HELD BY RESIDENTS OF COUNTRIES THAT ARE NOT “RELEVANT TERRITORIES”

Tyco Ireland shareholders who do not reside in “relevant territories” will be subject to Irish withholding tax (currently at the rate of 20%), though there are a number of exemptions that could apply on a case-by-case basis. Such shareholders should seek advice from their tax advisors as to whether and how they may claim such exemptions.

IMPORTANT INFORMATION FOR ALL SHAREHOLDERS ABOUT IRISH DIVIDEND WITHHOLDING TAX

Tyco Ireland will rely on information received directly or indirectly from brokers and its transfer agent in determining where shareholders reside, whether they have provided the required U.S. tax information and whether they have provided the required Irish dividend withholding tax exemption forms. We strongly recommend that shareholders who will need to complete Irish dividend withholding tax exemption forms as described above do so and provide them to their brokers or Tyco Ireland’s transfer agent, as the case may be, as soon as possible. Shareholders who do not need to complete Irish dividend withholding tax exemption forms should ensure, however, that their residence or required U.S. tax information has been properly recorded by their brokers or provided to Tyco Ireland’s transfer agent, as the case may be. If any shareholder who is exempt from withholding receives a dividend subject to Irish dividend withholding tax, such shareholder may make an application for a refund from the Irish Revenue Commissioners on the prescribed form.

Links to the Irish Revenue forms are available at http://www.revenue.ie/en/tax/dwt/forms/index.html. Please contact your broker or your tax advisor if you have any questions regarding Irish dividend withholding tax.

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Dividends paid in respect of Tyco Ireland ordinary shares owned by residents of “relevant territories” or by other shareholders that are otherwise exempt from Irish dividend withholding tax will generally not be subject to Irish income tax unless such shareholders have some connection to Ireland other than holding Tyco Ireland ordinary shares. Residents of “relevant territories” and other shareholders that are otherwise exempt from Irish dividend withholding tax who receive dividends subject to Irish withholding tax should be able to make a reclaim of the withholding tax from the Irish Revenue unless they have some connection to Ireland other than holding Tyco Ireland ordinary shares. Tyco Ireland shareholders who receive their dividends subject to Irish dividend withholding tax will generally have no further liability to Irish income tax on the dividend unless such shareholders have some other connection with Ireland.

The summary response does not address shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes, and such shareholders should seek advice from their tax advisors.

See “Material Tax Considerations—Irish Tax Considerations—Income Tax on Dividends Paid on Tyco Ireland Ordinary Shares” for a more detailed description of the Irish income tax on dividends.

Because of the potential Irish stamp duty on transfers of Tyco Ireland ordinary shares, we strongly recommend that all directly registered shareholders open broker accounts so they can transfer their shares into a broker account as soon as possible and in any event prior to completion of the merger. We also strongly recommend that any person who wishes to acquire Tyco Ireland ordinary shares after completion of the merger acquire such shares beneficially.

We currently intend to pay (or cause one of our affiliates to pay) stamp duty in connection with share transfers made in the ordinary course of trading by a seller who holds shares directly to a buyer who holds the acquired shares beneficially although we reserve the ability to change this policy at any time. In other cases Tyco Ireland may, in its absolute discretion, pay (or cause one of its affiliates to pay) any stamp duty. Tyco Ireland’s articles of association as they will be in effect after the merger provide that in the event of any such payment, Tyco Ireland shall be entitled to (i) seek reimbursement from the buyer, (ii) set-off the amount of the stamp duty against future dividends on such shares, and (iii) claim a first and permanent lien on the Tyco Ireland ordinary shares acquired by such buyer and any dividends paid on such shares. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Tyco Ireland ordinary shares has been paid unless one or both of such parties is otherwise notified by Tyco Ireland.

See “Material Tax Considerations—Irish Tax Considerations—Stamp Duty” for a more detailed description of the Irish stamp duty.

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Under Irish tax law you may be treated differently depending on whether you hold your shares “beneficially” or “of record.” Because of the potential Irish stamp duty on transfers of Tyco Ireland ordinary shares, we strongly recommend that all directly registered shareholders open broker accounts so they can transfer their shares into a broker account as soon as possible and in any event prior to completion of the Merger. We also strongly recommend that any person who wishes to acquire Tyco Ireland ordinary shares after completion of the Merger acquire such shares beneficially. See “Material Tax Considerations—Irish Tax Considerations.”

For so long as Tyco Ireland has a class of securities listed on the NYSE, Tyco Ireland will continue to be subject to rules regarding proxy solicitations and tender offers and the corporate governance requirements of the NYSE, the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes-Oxley Act including, for example, independence requirements for audit and compensation committee composition, annual certification requirements and auditor independence rules, unless certain circumstances change. Tyco Ireland will also be required to disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under the NYSE’s listing standards. To the extent possible under Irish law, Tyco Ireland corporate governance practices are expected to be materially similar to those of Tyco Switzerland. See “Comparison of Rights of Shareholders.”

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We may decide to abandon the Merger at any time prior to the Special General Meeting, and in some circumstances, after obtaining shareholder approval at the Special General Meeting. After the Merger Agreement Proposal is approved by our shareholders, we anticipate filing the application to effect the Merger, unless one of the conditions to completing the Merger fails to be satisfied.

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At the effective time of the Merger, Tyco Ireland will cause all outstanding options to purchase Tyco Switzerland common shares and all outstanding awards of restricted stock units and other equity-based awards granted to our employees and directors by Tyco Switzerland or any of its subsidiaries under our equity incentive plans prior to the effective time of the Merger to entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equal number of ordinary shares of Tyco Ireland. All of such equity-based awards will generally be subject to the same terms and conditions as were applicable to such awards immediately prior to the completion of the Merger.

You are being asked to approve the creation of distributable reserves of Tyco Ireland (through the reduction of the share premium account of Tyco Ireland) to facilitate Tyco Ireland to be able to make distributions, to pay dividends or repurchase or redeem its ordinary shares after the Merger.

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In addition, the creation of distributable reserves of Tyco Ireland by way of a capital reduction of Tyco Ireland requires the approval of the Irish High Court. Although we are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves, the issuance of the required order is a matter for the discretion of the Irish High Court. See “Risk Factors” and “Proposal to Create Distributable Reserves of Tyco Ireland.”

As of April 30, 2014, the Board had authorized Tyco Switzerland to repurchase an aggregate of up to $2.0 billion of its common shares. If the Merger Agreement Proposal is approved and the Merger is consummated, Tyco Ireland will be authorized to repurchase its ordinary shares up to an aggregate amount equaling the difference between $2.0 billion and the aggregate amount of share repurchases conducted by Tyco Switzerland prior to the consummation of the Merger, with no expiration date for such authorization. The creation of distributable reserves is a prerequisite for Tyco Ireland to be able to repurchase its ordinary shares.

The capital reduction is not a prerequisite for Tyco Ireland to be able to satisfy the obligation to pay the remaining installment of the dividend approved at the 2014 annual general meeting of Tyco Switzerland shareholders that remain unpaid at the time of the Merger in respect of Tyco shares issued at the time of the Merger, all such payments being liabilities of Tyco Switzerland.

SHAREHOLDER OF RECORD

If your Tyco Switzerland common shares are registered directly in your name in our share register maintained on our behalf by Broadridge Corporate Issuer Solutions, Inc., our transfer agent (the “Transfer Agent”), you are a “shareholder of record” and these proxy materials are being sent to you directly by us. As the shareholder of record, you have the right to grant your voting proxy directly to the independent proxy (see “How do I appoint and vote via an independent proxy?” below) named in the proxy card, to grant a written proxy to any person (who does not need to be a shareholder), or to vote in person at the Special General Meeting. We have enclosed a proxy card for you to use in which you can elect to appoint the independent proxy as your proxy.

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BENEFICIAL OWNER

If your Tyco Switzerland common shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of Tyco Switzerland common shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered, with respect to those common shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Tyco Switzerland common shares and are also invited to attend the Special General Meeting. However, since you are not the shareholder of record, you may only vote these Tyco Switzerland common shares in person at the Special General Meeting if you follow the instructions described below under the heading “How do I attend the Special General Meeting?” and “How do I vote if I am a beneficial owner?” Your broker, bank or other nominee has enclosed a voting instruction card for you to use in directing your broker, bank or other nominee as to how to vote your Tyco Switzerland common shares, which may contain instructions for voting by telephone or electronically.

SHAREHOLDERS OF RECORD

All shareholders registered in our share register at the close of business (Eastern Time) on the record date, July 25, 2014, are entitled to vote on the matters set forth in this proxy statement/prospectus and any other matter properly presented at the meeting for consideration, provided such shareholders become registered as shareholders with voting rights by that time. See “I am a Tyco Switzerland shareholder of record. How do I become registered as a shareholder with voting rights?”

Shareholders who purchase our shares and, upon application, become registered as shareholders with respect to such shares after July 25, 2014, but on or before September 2, 2014, and who wish to vote those shares at the Special General Meeting, will need to obtain a proxy, executed in their favor, from the registered holder of those shares as of July 25, 2014 to vote their shares in person at the Special General Meeting. Shareholders of record (as opposed to beneficial owners) as of July 25, 2014 who have sold their shares prior to the Special General Meeting are not entitled to vote those shares.

BENEFICIAL OWNERS

Beneficial owners whose banks, brokers or other nominees are shareholders registered in our share register with respect to the beneficial owners’ Tyco Switzerland common shares at the close of business (Eastern Time) on the record date, July 25, 2014, are entitled to vote on the matters set forth in this proxy statement/prospectus and any other matter properly presented at the meeting for consideration, provided such banks, brokers or nominees become registered as shareholders with voting rights. See “I am a Tyco Switzerland shareholder of record. How do I become registered as a shareholder with voting rights?”

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By Internet: If you are a shareholder of record, you can vote over the Internet at www.proxyvote.com by following the instructions on the enclosed proxy card.

By Mail: If you are a shareholder of record, you can vote by completing the enclosed proxy card and then signing, dating and mailing the card in the enclosed postage-paid envelope.

At the Special General Meeting: If you are a shareholder of record planning to attend the Special General Meeting and wish to vote your Tyco Switzerland common shares in person, we will give you a ballot at the meeting.

General: If you beneficially own your Tyco Switzerland common shares, you can vote by following the instructions on the voting instruction card provided by your bank, broker or other nominee with these proxy materials.

At the Special General Meeting: Shareholders who beneficially own their Tyco Switzerland common shares in street name are not able to vote at the Special General Meeting unless they have a “legal proxy,” executed in their favor, from the shareholder of record of their shares (i.e. their broker, bank or other nominee).

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If any modifications to agenda items or proposals identified in the Notice of Special General Meeting or other matters on which voting is permissible under Swiss law are properly presented at the Special General Meeting for consideration, you instruct the independent proxy, in the absence of other specific instructions, to vote your shares in accordance with the recommendations of the Board.

Whether or not you plan to attend the Special General Meeting, we urge you to submit your proxy. Submitting your vote electronically or returning the proxy card will not affect your right to attend the Special General Meeting. You must vote over the Internet or return your proxy cards to the address and by the times and dates set forth below under “Submitting your proxy to the independent proxy” in order for your vote to be counted.

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Vote Processing

c/o Broadridge

51 Mercedes Way

Edgewood, NY 11717

or, to the independent proxy:

Bratschi Wiederkehr & Buob, Attorneys-at-Law

Attention: Harald Maag

Bahnhofstrasse 70

P.O. Box 1130

CH-8021 Zürich

Switzerland

Fax +41 58 258 1099

If you are a beneficial owner and your Tyco Switzerland common shares are held in “street name” by a broker or custodian, you should consult with your broker or custodian. For more information about appraisal rights, see “Approval of the Merger Agreement—Appraisal Rights.”

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Shares owned by shareholders electing to abstain from voting, broker non-votes, blank and invalid votes with respect to any agenda item will be regarded as represented at the meeting and counted towards the determination of the majority required to approve the Merger Agreement Proposal. Therefore, abstentions will have the effect of an “AGAINST” vote on the Merger Agreement Proposal. With respect to the “Reserve Proposal,” Tyco Switzerland common shares abstaining from voting, broker non-votes, blank and invalid votes will have no effect on the outcome of the vote.

If any modifications to agenda items or proposals identified in the Notice of Special General Meeting or other matters on which voting is permissible under Swiss law are properly presented at the Special General Meeting for consideration, you instruct the independent proxy, in the absence of other specific instructions, to vote your shares in accordance with the recommendations of the Board. We do not presently know of any other business.

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In addition to soliciting proxies by mail, the Board, our officers and employees, or our transfer agent, may solicit proxies on our behalf, personally or by telephone. Tyco Switzerland has retained MacKenzie Partners, Inc., for a fee of $9,500, plus expenses, to aid in the solicitation of proxies from its shareholders and to verify certain records related to the solicitations.

MacKenzie Partners, Inc.

105 Madison Ave., 17th Floor

New York, NY 10016

(800) 322-2885

Submitting your proxy to the independent proxy

Shareholders of record wishing to instruct the independent proxy should vote over the Internet or complete, sign and return the proxy card as soon as possible to appoint the independent proxy. In order to assure that your proxy is received in time to be voted at the meeting by the independent proxy, you must either (1) vote electronically over the Internet at www.proxyvote.com by following the instructions on the proxy card prior to noon (Eastern Time) on September 8, 2014, the business day prior to the Special General Meeting, or (2) complete the enclosed proxy card and then sign, date and mail the card in the enclosed postage-paid envelope such that it is received at the address set forth below by the time specified below.

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UNITED STATES:

By noon, Eastern Time, on September 8, 2014, the business day prior to the Special General Meeting, by mail at:

Vote Processing

c/o Broadridge

51 Mercedes Way

Edgewood, NY 11717

Or, directly to the independent proxy:

By 5:00 p.m., Central European Time, on September 8, 2014, the business day prior to the Special General Meeting, by hand or mail at:

Bratschi Wiederkehr & Buob, Attorneys-at-Law

Attention: Harald Maag

Bahnhofstrasse 70

P.O. Box 1130

CH-8021 Zürich

Switzerland

Fax +41 58 258 1099

If your Tyco Switzerland common shares are held in street name, you should return your proxy card or voting instruction card in accordance with the instructions on that card or as provided by the bank, brokerage firm or other nominee who holds Tyco Switzerland common shares on your behalf.

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RISK FACTORS

Before you decide how to vote on the Merger Agreement Proposal and the Reserves Proposal, you should carefully consider the following risk factors and the other information contained in this proxy statement/prospectus and the documents incorporated by reference, including the information set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended September 27, 2013.

The anticipated benefits of the Merger may not be realized.

We may not realize the benefits we anticipate from the Merger as described under “Approval of the Merger Agreement—Background and Reasons for the Merger.” Our failure to realize those benefits could have an adverse effect on our business, results of operations or financial condition.

Your rights as a shareholder will change as a result of the Merger.

The completion of the Merger will change the governing law that applies to our shareholders from Swiss law (which applies to the Tyco Switzerland and its common shares) to Irish law (which applies to Tyco Ireland and its ordinary shares). Many of the principal attributes of Tyco Switzerland common shares and Tyco Ireland ordinary shares will be materially similar. However, if the Merger is completed, your future rights as a shareholder under Irish corporate law will differ from your current rights as a shareholder under Swiss corporate law. In addition, Tyco Ireland’s proposed articles of association will differ from Tyco Switzerland’s articles of association and organizational regulations. See “Comparison of Rights of Shareholders.”

We will be subject to various Irish taxes as a result of the Merger.

Tyco Ireland will be subject to Irish tax laws. We expect that Tyco Ireland will only be subject to Irish corporate tax on profits arising from its Irish activities and not the profits of all members of the Tyco corporate group. However, if current Irish tax laws were to change or if we fail to appropriately maintain Ireland as the tax domicile for Tyco Ireland, we could be subject to increased taxation as a result of being an Irish company.

Our effective tax rate may increase.

Although we expect that the Merger will not have a material effect on our worldwide effective tax rate, there is uncertainty regarding the tax policies of the jurisdictions where we operate, including the potential legislative actions described in these risk factors and our effective tax rate may increase. Additionally, the tax laws of Ireland and other jurisdictions could change in the future, and such changes could cause a material increase in our effective tax rate.

We expect to incur transaction costs in connection with the completion of the Merger, some of which will be incurred whether or not the Merger is completed.

We expect transaction costs in connection with the Merger to total approximately $10 million. A majority of these costs will be incurred regardless of whether the Merger is completed and prior to your vote on the Merger Agreement Proposal.

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Tyco Ireland will seek Irish High Court approval of the creation of distributable reserves. Tyco Ireland expects this will be forthcoming but cannot guarantee this.

Under Irish law, dividends may only be paid (and share repurchases and redemptions must generally be funded) out of “distributable reserves,” which Tyco Ireland will not have immediately following the closing of the Merger. The creation of distributable reserves of Tyco Ireland by way of a capital reduction of Tyco Ireland requires the approval of the Irish High Court and, in connection with seeking such court approval, we are asking Tyco Switzerland shareholders to approve the creation of distributable reserves for Tyco Ireland (through the reduction of the share premium account of Tyco Ireland). The approval of the Irish High Court is expected within approximately six to twelve weeks following the closing. We are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves. However, the issuance of the required order is a matter for the discretion of the Irish High Court. There will also be no guarantee that the approval of the Reserves Proposal by Tyco Switzerland shareholders will be obtained. Approval of the creation of distributable reserves by the Irish High Court may also take substantially longer than Tyco Ireland anticipates. In the event that distributable reserves of Tyco Ireland are not created, no distributions by way of dividends, share repurchases or otherwise will be permitted under Irish law until such time as the group has created sufficient distributable reserves from its trading activities.

Transfers of Tyco Ireland ordinary shares may be subject to Irish stamp duty.

For the majority of transfers of Tyco Ireland ordinary shares, there will not be any Irish stamp duty. However, Irish stamp duty will become payable in respect of certain share transfers occurring after completion of the Merger. A transfer of Tyco Ireland ordinary shares from a seller who holds shares beneficially (i.e. through DTC) to a buyer who holds the acquired shares beneficially will not be subject to Irish stamp duty (unless the transfer involves a change in the nominee that is the record holder of the transferred shares). A transfer of Tyco Ireland ordinary shares by a seller who holds shares directly (i.e. not through DTC) to any buyer, or by a seller who holds the shares beneficially to a buyer who holds the acquired shares directly, may be subject to Irish stamp duty (currently at the rate of 1% of the price paid or the market value of the shares acquired, if higher) payable by the buyer. A shareholder who directly holds shares may transfer those shares into his or her own broker account to be held through DTC without giving rise to Irish stamp duty provided that the shareholder has confirmed to Tyco Ireland’s transfer agent that there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and, at the time of the transfer, there is no agreement in place for a sale of the shares.

Because of the potential Irish stamp duty on transfers of Tyco Ireland ordinary shares, we strongly recommend that all directly registered Tyco Switzerland shareholders open broker accounts so they can transfer their shares into a broker account as soon as possible, and in any event prior to completion of the Merger. We also strongly recommend that any person who wishes to acquire Tyco Ireland ordinary shares after completion of the Merger acquire such shares through the DTC.

We currently intend to pay, or cause one of our affiliates to pay, stamp duty in connection with share transfers made in the ordinary course of trading by a seller who holds shares directly to a buyer who holds the acquired shares beneficially. In other cases Tyco Ireland may, in its absolute discretion, pay or cause one of its affiliates to pay any stamp duty. Tyco Ireland’s articles of association as they will be in effect after the Merger provide that, in the event of any such payment, Tyco Ireland (i) may seek reimbursement from the buyer, (ii) may have a lien against the Tyco Ireland ordinary shares acquired by such buyer and any dividends paid on such shares and (iii) may set-off the amount of the stamp duty against future dividends on such shares. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Tyco Ireland ordinary shares has been paid unless one or both of such parties is otherwise notified by Tyco Ireland.

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Dividends you receive may be subject to Irish dividend withholding tax.

In certain circumstances, as an Irish tax resident company, we may be required to deduct Irish dividend withholding tax (currently at the rate of 20%) from dividends paid to our shareholders. See “Material Tax Considerations—Irish Tax Considerations—Withholding Tax on Dividends” for a more detailed description of the Irish withholding tax on dividends. Whether Tyco Ireland will be required to deduct Irish dividend withholding tax from dividends paid to a shareholder will depend largely on whether that shareholder is resident for tax purposes in a “relevant territory.” A list of the “relevant territories” is included as Annex C to this proxy statement/prospectus.

SHARES HELD BY U.S. RESIDENT SHAREHOLDERS

If you are a resident of the United States and hold Tyco Ireland ordinary shares directly, dividends paid to you will be subject to Irish withholding tax if you fail to provide a valid Irish dividend withholding tax exemption form (Form V2A, V2B or V2C) or an IRS Form 6166 to Tyco Ireland’s transfer agent. If you hold shares beneficially, dividends will not be subject to Irish withholding tax if the address of the relevant shareholder in his or her broker’s records is in the United States.

SHARES HELD BY RESIDENTS OF “RELEVANT TERRITORIES” OTHER THAN THE UNITED STATES

Dividends paid to Tyco Ireland shareholders who are residents of “relevant territories” other than the United States must provide all required Irish dividend withholding tax exemption forms to receive their dividends without any Irish withholding tax. Such shareholders must provide the appropriate Irish dividend withhold tax exemption forms (Form V2A, V2B or V2C) to their brokers before the record date for the first dividend payment to which they are entitled (in the case of shares held beneficially) or to Tyco Ireland’s transfer agent at least seven business days before such record date (in the case of shares held directly). Shareholders who fail to provide such tax forms in a timely manner may be subject to Irish withholding tax.

SHARES HELD BY RESIDENTS OF COUNTRIES THAT ARE NOT “RELEVANT TERRITORIES”

Tyco Ireland shareholders who do not reside in “relevant territories” will be subject to Irish withholding tax (currently at the rate of 20%), unless an exemption applies. Such shareholders should seek their own advice from their tax advisors as to whether and how they may claim such exemptions.

IMPORTANT INFORMATION FOR ALL SHAREHOLDERS ABOUT IRISH WITHHOLDING TAX

Tyco Ireland will rely on information received directly or indirectly from brokers and its transfer agent in determining where shareholders reside, whether they have provided the required U.S. tax information and whether they have provided the required Irish dividend withholding tax exemption forms. Tyco Ireland strongly recommends that shareholders who will need to complete Irish dividend withholding tax exemption forms as described above do so and provide them to their brokers or Tyco Ireland’s transfer agent, as the case may be, as soon as possible. Shareholders who do not need to complete Irish dividend withholding tax exemption forms should ensure, however, that their residence of required U.S. tax information has been properly recorded by their brokers or provided to Tyco Ireland’s transfer agent, as the case may be.

Dividends received by you could be subject to Irish income tax.

Dividends paid in respect of Tyco Ireland’s ordinary shares generally will not be subject to Irish income tax where the beneficial owner of these dividends is exempt from dividend withholding tax, unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Tyco Ireland.

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Tyco Ireland shareholders who receive their dividends subject to Irish dividend withholding tax generally will have no further liability to Irish income tax on the dividend unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Tyco. See “Material Tax Considerations—Irish Tax Considerations—Income Tax on Dividends Paid on Tyco Ireland Ordinary Shares.”

Tyco Ireland ordinary shares, received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish capital acquisitions tax (“CAT”) could apply to a gift or inheritance of Tyco Ireland ordinary shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because Tyco Ireland ordinary shares that are held of record will be regarded as property situated in Ireland. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold of €225,000 per lifetime in respect of taxable gifts or inheritances received from their parents. See “Material Tax Considerations—Irish Tax Considerations—Capital Acquisitions Tax.”

If Tyco Ireland ordinary shares are not eligible for deposit and clearing within the facilities of DTC, then transactions in Tyco Ireland’s securities may be disrupted.

The facilities of DTC are a widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms.

Upon the completion of the Merger, Tyco Ireland ordinary shares will be eligible for deposit and clearing within the DTC system. Tyco Ireland expects to enter into arrangements with DTC whereby Tyco Ireland will agree to indemnify DTC for any stamp duty that may be assessed upon it as a result of its service as a depository and clearing agency for Tyco Ireland’s ordinary shares.

DTC is not obligated to accept Tyco Ireland ordinary shares for deposit and clearing within its facilities at the closing and, even if DTC does initially accept Tyco Ireland ordinary shares, it will generally have discretion to cease to act as a depository and clearing agency for Tyco Ireland ordinary shares. If DTC determined prior to the completion of the Merger that Tyco Ireland ordinary shares are not eligible for clearance within the DTC system, then we would not expect to complete the transactions contemplated by this proxy statement/prospectus in their current form. However, if DTC determined at any time after the completion of the Merger that Tyco Ireland ordinary shares were not eligible for continued deposit and clearance within its facilities, then we believe Tyco Ireland ordinary shares would not be eligible for continued listing on a U.S. securities exchange or inclusion in the Standard & Poor’s 500 Index and trading in Tyco Ireland ordinary shares would be disrupted. While Tyco Ireland would pursue alternative arrangements to preserve its listing and maintain trading, any such disruption could have a material adverse effect on the trading price of the Tyco Ireland ordinary shares.

We may choose to abandon the Merger.

We may decide to abandon the Merger at any time prior to the Special General Meeting, and in some circumstances, after obtaining shareholder approval at the Special General Meeting. After the Merger Agreement Proposal is approved by our shareholders, we anticipate filing the application to effect the Merger, unless one of the conditions to completing the Merger fails to be satisfied prior to the end of 2014.

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CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus are “forward-looking statements”. All forward-looking statements involve risks and uncertainties. All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “project” and similar expressions are generally intended to identify forward-looking statements. Any forward-looking statement contained herein, in press releases, written statements or other documents filed with the SEC, or in Tyco’s communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls, regarding expectations with respect to future events, including sales, earnings, cash flows, operating and tax efficiencies, product expansion, backlog, the consummation and benefits of acquisitions and divestitures, as well as financings and repurchases of debt or equity securities, are subject to known and unknown risks, uncertainties and contingencies. Many of these risks, uncertainties and contingencies are beyond our control, and may cause actual results, performance or achievements to differ materially from anticipated results, performances or achievements.

The following factors could affect our future results of operations and could cause those results to differ materially from those expressed in the forward-looking statements included in this proxy statement/prospectus or incorporated by reference:

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These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this proxy statement/prospectus. Such risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks before deciding how to vote.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements.

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APPROVAL OF THE MERGER AGREEMENT

The following includes a summary of the material provisions of the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. We encourage you to read the Merger Agreement in its entirety. In the event of any discrepancy between the terms of the Merger Agreement and the following summary, the Merger Agreement will control.

Introduction

In order to complete the Merger, the Board has unanimously approved the Merger Agreement and recommends that you approve the Merger Agreement to effect the Merger of Tyco Switzerland with and into Tyco Ireland (the “Merger Agreement Proposal”). The Merger will result in Tyco Ireland becoming our publicly-traded parent company and thereby effectively changing our jurisdiction of organization from Switzerland to Ireland.

The Merger Agreement you are being asked to approve at the meeting provides for a Merger that will result in Tyco Switzerland merging with and into Tyco Ireland, with Tyco Ireland surviving the Merger, and Tyco Switzerland being dissolved without liquidation. The Merger will also result in your Tyco Switzerland common shares being exchanged into ordinary shares of Tyco Ireland (with each Tyco Switzerland common share (including common shares held by Tyco Switzerland or any of its subsidiaries, which will not be exchanged into ordinary shares of Tyco Ireland) being cancelled and ceasing to exist on the completion of the Merger) and all of the assets and liabilities of Tyco Switzerland as a result of the completion of the Merger being transferred by operation of law to Tyco Ireland.

Completion of the Merger is conditioned on the approval of the Merger Agreement Proposal. We will not undertake the Merger unless the Merger Agreement Proposal is approved by our shareholders.

After the completion of the Merger, you will own an interest in Tyco Ireland, the parent company that will continue to conduct, through its wholly-owned subsidiaries, the same businesses as conducted by Tyco Switzerland before the completion of the Merger. In addition, the completion of the Merger will not dilute your economic interest in Tyco. The number of ordinary shares of Tyco Ireland you will own immediately after the completion of the Merger will be the same as the number of Tyco Switzerland common shares you owned immediately prior to the completion of the Merger. Further, the number of outstanding ordinary shares of Tyco Ireland immediately after the completion of the Merger will be the same as the number of outstanding Tyco Switzerland common shares immediately before completion of the Merger.

As of June 30, 2014, there were 448,830,279 Tyco Switzerland common shares issued and outstanding. For a description of the ordinary shares of Tyco Ireland, see “Description of the Share Capital of Tyco Ireland.”

If the Merger Agreement Proposal is approved by the requisite vote of our shareholders at the meeting, and the other conditions to completion of the Merger are satisfied, we will file an application to effect the Merger with the Commercial Register as soon as practicable following the Special General Meeting. The Merger will be completed and become effective on the date of the entry of the Merger in the daily ledger of the Commercial Register, subject to approval by the Swiss Federal Commercial Register Office. We currently anticipate completing the Merger by the end of 2014.

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The Parties to the Merger

Tyco Switzerland. Tyco Switzerland is a company organized under the laws of Switzerland, with its registered and principal office located at Victor von Bruns-Strasse 21, CH-8212 Neuhausen am Rheinfall, Switzerland.

Tyco Switzerland is a leading global provider of security products and services, fire detection and suppression products and services and life safety products. Its broad portfolio of products and services, sold under well-known brands such as Tyco, SimplexGrinnell, Sensormatic, Wormald, Ansul, Simplex, Grinnell, Scott and ADT (in jurisdictions outside of North America) serve security, fire detection and suppression and life safety needs across commercial, industrial, retail, institutional and governmental markets, as well as the residential and small business markets outside of North America.

Tyco Ireland. Tyco Ireland is a newly formed Irish public limited company and is currently beneficially wholly owned by Tyco Switzerland through seven nominee shareholders that hold the entire issued capital in trust for Tyco Switzerland to satisfy Irish legal requirements with respect to the shareholding structure of an Irish public limited company. Tyco Ireland has only nominal assets and capitalization and has not engaged in any business or other activities other than in connection with its formation, entry into the Merger Agreement and related transactions. Pursuant to the Merger Agreement, Tyco Switzerland will merge with and into Tyco Ireland, with Tyco Ireland surviving the Merger and Tyco Switzerland being dissolved without liquidation. The principal executive offices of Tyco Ireland are located at Melbourn Road, Bishopstown, Co. Cork, Ireland, and the telephone number at that address is 353-21-423-5000.

Background and Reasons for the Merger

After careful consideration, the management and board of directors of Tyco Switzerland are recommending to shareholders that the company change its domicile to Ireland. We believe the move is in the best long-term interest of the company and its shareholders.

The principal reason for recommending the change in domicile is the uncertainty created by the shifting regulatory environment in Switzerland, which is in part due to the approval of ballot initiatives by Swiss voters. In Switzerland, if a ballot initiative is approved by voters, it is adopted into the Swiss constitution without a preceding parliamentary process, which results in unpredictability in the Swiss legal system. During 2013, eleven public votes on initiatives for the amendment of the Swiss federal constitution and referendums on federal statutes were held at the federal level, with voters approving six proposals, including the initiative on executive compensation and other corporate governance matters. More recently, Swiss voters approved an initiative imposing caps on immigration.

As a result of the Minder Initiative, Swiss law now directly subjects our directors to potential criminal liability, including for certain compensation decisions considered routine in other jurisdictions, and imposes additional shareholder voting requirements that are inconsistent with SEC requirements. Swiss law also prohibits certain incentive and severance compensation practices that we consider important in order to provide market-based compensation to current and prospective executives and directors in our industry, that are also competitive when compared to that provided by our peers.

We believe these new laws, and the uncertainties about their application and enforcement, place Tyco at a competitive disadvantage. In addition, we believe the changes mandated by the Minder Initiative will impair the flexibility that our Board currently enjoys and could be confusing to shareholders. Tyco’s current corporate governance structure, set forth in our Board Governance Principles, includes principles and practices that we believe represent best practices tailored to our

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unique circumstances. We are firmly committed to these principles and practices wherever the company is based. Our concern with the changes in Swiss law is the restrictive nature of the new regulations as well as ongoing uncertainty about how the laws will be applied and enforced. During 2013 and 2014, our management and the Board conducted a comprehensive review of jurisdictions due to these concerns, including at meetings of the Board and its committees held in May, July and December 2013 and in May 2014.

Based upon such review, we believe that the legal and regulatory systems in Ireland will provide us certain advantages over the comparative systems in Switzerland. We anticipate that having our publicly-traded parent company incorporated in Ireland will provide us the following benefits:

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Although we expect that the Merger should provide us the benefits described above, the Merger will expose Tyco and its shareholders to some risks:

This discussion of the information and factors considered by the Board in reaching its conclusions and recommendation includes the material factors considered by the Board, but is not intended to be exhaustive and may not include all of the factors considered by the Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger, and the complexity of these matters, the Board did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Merger Agreement and all other actions or matters necessary or appropriate to give effect to the Merger Agreement and the transactions contemplated thereby, and to make its recommendation to Tyco shareholders. Rather, the Board viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of Tyco’s management. In addition, individual members of the Board may have assigned different weights to different factors.

After completing its review of the expected benefits and the potential advantages of the Merger, the Board unanimously approved the Merger Agreement and has recommended that shareholders vote for the Merger Agreement Proposal.

The Merger

There are several principal steps to effect the Merger:

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Conditional upon approval of the Merger Agreement Proposal by our shareholders, and the satisfaction of the other conditions to completing the Merger, Tyco Switzerland will merge with and into Tyco Ireland, and the Merger will be effective upon the registration of the Merger with the Commercial Register, subject to approval by the Swiss Federal Commercial Register Office.

As a result of the Merger:

Conditions to Completion of the Merger

The Merger will not be completed unless the following conditions, among others, are satisfied:

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Effective Time

If the Merger Agreement Proposal is approved by the requisite vote of our shareholders at the meeting, and the other conditions to completion of the Merger are satisfied, we will file an application to effect the Merger with the Commercial Register as soon as practicable following the Special General Meeting. The Merger will be completed and become effective on the date of the entry of the Merger in the daily ledger of the Commercial Register, subject to approval by the Swiss Federal Commercial Register Office. We currently anticipate completing the Merger in the second half of 2014.

Termination

The Merger Agreement provides that we may decide to abandon the Merger at any time prior to the Special General Meeting, and in some circumstances, after obtaining shareholder approval at the Special General Meeting. After the Merger Agreement Proposal is approved by our shareholders, we anticipate filing the application to effect the Merger, unless one of the conditions to completing the Merger fails to be satisfied.

Management of Tyco Ireland

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provide for the same declassified board of directors that Tyco Switzerland is expected to have at the time of the Merger, and Tyco Switzerland’s directors will ultimately carry their terms of office over to the Tyco Ireland board of directors.

Interests of Certain Persons in the Merger

You should be aware that some of our executive officers and directors have interests in the Merger that may be different from, or in addition to, the interests of our other shareholders. Tyco Ireland and one or more of its subsidiaries will, to the extent permitted by Irish law, enter into indemnity agreements with those directors and executive officers who currently have indemnity agreements with Tyco Switzerland, upon terms substantially similar to the Tyco Switzerland agreements to the extent permitted by Irish law. However, no change of control payments or additional compensation will be payable to our directors or executive officers in connection with the Merger.

Recommendation and Required Affirmative Vote

The Merger Agreement must be approved by the affirmative vote of at least two-thirds of the Tyco Switzerland common shares represented in person or by proxy at the meeting (which will also satisfy the requirement to obtain the affirmative vote of the absolute majority of the par value of such shares represented in person or proxy at the meeting). See “Summary of the Proposals—Special General Meeting of Shareholders.”

The Board has unanimously approved the Merger Agreement and recommends that shareholders vote “FOR” the Merger Agreement Proposal.

As of June 30, there were 448,830,279 Tyco Switzerland common shares registered and entitled to vote. As of such date, our directors and executive officers and their affiliates directly owned, in the aggregate, 6,156,626 shares. This represents approximately 1.37% of the registered Tyco Switzerland common shares. These persons have informed us that they intend to vote their shares for the Merger Agreement Proposal.

Market Price and Dividend Information

On May 1, 2014, the last trading day before the public announcement of the Merger, the closing price of the Tyco Switzerland common shares on the New York Stock Exchange was $40.77 per share. On July 24, 2014, the last practicable date before the date of this proxy statement/prospectus, the closing price of the Tyco Switzerland common shares was $44.81 per share.

Under Irish law, dividends may only be paid (and share repurchases and redemptions must generally be funded) out of “distributable reserves,” which Tyco Ireland will not have immediately following the closing of the Merger. The creation of distributable reserves of Tyco Ireland by way of a capital reduction of Tyco Ireland requires the approval of the Irish High Court and, in connection with seeking such court approval, we are asking Tyco Switzerland shareholders to approve the creation of distributable reserves for Tyco Ireland (through the reduction of the share premium account of Tyco Ireland). The approval of the Irish High Court is expected within approximately six to twelve weeks following the closing of the Merger. We are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves. However, the issuance of the required order is a matter for the discretion of the Irish High Court. There will also be no guarantee that the approval of the Reserves Proposal by Tyco Switzerland shareholders will be obtained. In the event that distributable reserves of Tyco Ireland are not created, no distributions by way of future dividends, share repurchases or otherwise will be permitted under Irish law until such time as the group has created sufficient distributable reserves from its trading activities.

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On March 5, 2014, at our annual general meeting, our shareholders approved an aggregate dividend in the amount of $0.72 per share to be paid in four quarterly installments of $0.18 in May 2014, August 2014, November 2014 and February 2015. The first dividend installment was paid by Tyco Switzerland on May 21, 2014. We currently anticipate completing the Merger by the end of 2014. The dividend payments approved by our shareholders at the 2014 annual general meeting are legal obligations and Tyco Ireland will be obligated under the Merger Agreement to pay all such dividend installments that remain unpaid at the time of the completion of the Merger as part of its assumption of all of the liabilities of Tyco Switzerland. Notwithstanding the Merger, as long as you are a holder of Tyco shares issued at the time of the Merger on the applicable record and payment date relating to any of the remaining installments, you will receive such dividend installment regardless of which Tyco entity pays it.

Following the completion of the Merger, Tyco Ireland’s ability to declare and pay future dividends (other than the dividend installments approved by our shareholders at the 2014 annual general meeting of Tyco Switzerland shareholders, which are liabilities of Tyco Switzerland) will depend on Tyco Ireland’s distributable reserves’ position, results of operations, financial condition, cash requirements, future business prospects, contractual restrictions, other factors deemed relevant by Tyco Ireland’s board of directors and restrictions imposed by Irish law.

The capital reduction is not a prerequisite for Tyco Ireland to be able to satisfy the obligation to pay the remaining installment of the dividend approved at the 2014 annual general meeting of Tyco Switzerland shareholders that remain unpaid at the time of the Merger, all such payments being liabilities of Tyco Switzerland.

Differences in Shareholder Rights

The completion of the Merger will change the governing corporate law that applies to shareholders of our parent company from Swiss law to Irish law. The legal system governing corporations organized under Irish law differs from the legal system governing corporations organized under Swiss law. As a result, we are unable to adopt governing documents for Tyco Ireland that are identical to the governing documents for Tyco Switzerland. We have attempted to preserve in the articles of association of Tyco Ireland a similar allocation of material rights and powers between shareholders and the Board that exists under Tyco Switzerland’s articles of association and organizational regulations. Nevertheless, the proposed articles of association for Tyco Ireland differ from Tyco Switzerland’s articles of association and organizational regulations, both in form and substance. We summarize the material differences between the governing documents for Tyco Switzerland and Tyco Ireland, and the changes in your rights as a shareholder resulting from the Merger, under “Comparison of Rights of Shareholders.” We believe that these changes (1) either are required by Irish law or otherwise result from differences between the corporate laws of Ireland and the corporate laws of Switzerland and (2) relate to the change of the jurisdiction of organization of the publicly-traded parent of Tyco from Switzerland to Ireland.

Notwithstanding the differences in the governing documents between Tyco Switzerland and Tyco Ireland, we believe that Irish law and the Tyco Ireland articles of association as a whole adequately safeguard the rights of Tyco Switzerland shareholders. In essence, the duties of a shareholder under Swiss law (in a company limited by shares (Aktiengesellschaft)) and of a shareholder under the laws of Ireland (in a public limited company (plc)) are comparable. Under the Irish Companies Act of 1963 to 2013 (the “Companies Acts”), the financial liability of a shareholder of Tyco Ireland is limited to the amount, if any, unpaid on the ordinary shares held by them. Once ordinary shares are credited as fully paid up, there is no further financial liability on the part of shareholders. Tyco Ireland ordinary shares issued upon the Merger will be credited as fully paid up on issuance.

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The characteristics of and the differences between Tyco Switzerland common shares and the Tyco Ireland ordinary shares are summarized under “Description of the Share Capital of Tyco Ireland” and “Comparison of Rights of Shareholders.”

Regulatory Approvals

We are not aware of any governmental approvals or actions that are required to complete the Merger other than compliance with U.S. federal and state securities laws, various portions of Swiss law and Irish corporate law.

The creation of distributable reserves of Tyco Ireland, which involves a reduction of Tyco Ireland’s share premium, requires the approval of the Irish High Court. See “Proposal to Create Distributable Reserves of Tyco Ireland.”

Appraisal Rights

The following description is a summary of the appraisal rights available to the shareholders of Tyco Switzerland under Article 105 of the Swiss Merger Act and of certain other provisions of Swiss law. This summary does not purport to be a complete description of the relevant Swiss statutory provisions and it is qualified in its entirety by reference to the full text of the Swiss Merger Act, the Swiss Code of Obligations, the relevant provisions of the Swiss Federal Private International Law Act or international treaties regarding the recognition and enforcement of judgments (such as the Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (the “Lugano Convention”)). In addition, this description is based on Swiss law and does not cover Irish law provisions that might be relevant in case an appraisal suit were brought before courts in Ireland.

Any Tyco Switzerland shareholder who is considering bringing an appraisal suit under Article 105 of the Swiss Merger Act is strongly urged to read the Swiss Merger Act, the Swiss Code of Obligations and applicable procedural laws and to consult their own Swiss or Irish legal advisors. In this summary, certain Swiss legal concepts are expressed in English and not in their original German, French or Italian terms. The concepts used in Swiss law may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. Under Swiss law, Tyco Switzerland shareholders whose common shares are registered in their names can exercise appraisal rights under Article 105 of the Swiss Merger Act and request the examination of the equity and membership interest in connection with the Merger by filing suit. Because Tyco Ireland will be the surviving entity after the Merger, an appraisal suit would likely be filed in a court in Ireland. The suit must be filed within two months after the registration of the Merger is published in the Swiss Official Gazette of Commerce. An appraisal suit can be filed by shareholders who vote against the Merger Agreement Proposal, who abstain from voting, or who do not participate in the shareholders meeting approving the Merger Agreement Proposal. A shareholder who votes in favor of the approval of the Merger Agreement Proposal may also be able to file a suit. Tyco Switzerland shareholders who filed an appraisal suit will receive the merger consideration at the same time as all other Tyco Switzerland shareholders. If a claim by one or more shareholders of Tyco Switzerland is successful, all Tyco Switzerland shareholders who held common shares at the time of the effectiveness of the Merger would receive the same compensation.

Under Swiss law, if an appraisal suit is filed, the court will determine the compensation, if any, that it considers adequate. The Swiss Merger Act does not prescribe any specific valuation reference points that a court should use in making its determination, and to the knowledge of Tyco Switzerland, there are no Swiss Supreme Court precedents published in which a successful appraisal claim was made.

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Article 105 of the Swiss Merger Act only states that a court shall award an “adequate compensation” (angemessene Ausgleichszahlung) and Article 7 of the Swiss Merger Act provides that the shareholders of the merged company are entitled to receive shares in the surviving entity in correlation to their former shareholding in the merged entity, taking into account the respective net assets (Vermögen) of the two merging companies, the apportionment of voting rights as well as other relevant factors. The court should consider the respective net assets of Tyco Switzerland and Tyco Ireland and the audit report, which will confirm that the merger consideration is justifiable (vertretbar) and adequate (angemessen) based on Article 15(4)(c) and (d) of the Swiss Merger Act. In addition, a court will also consider other factors it deems relevant. Because shareholders will receive, as consideration in the Merger, Tyco Ireland ordinary shares on a one-for-one basis and all of the assets and liabilities of Tyco Switzerland as a result of the completion of the Merger will be transferred by operation of law to Tyco Ireland, we believe that the equity and shareholder interests of Tyco Switzerland shareholders are adequately safeguarded.

In a lawsuit brought before Swiss courts, the procedural and litigation costs of the appraisal proceedings will generally be borne by Tyco Ireland as the surviving company in the Merger. Under special circumstances, the court may require the plaintiffs to bear some of these costs. The filing of an appraisal suit does not prevent completion of the Merger.

As stated above, this description of appraisal rights and procedural aspects is based on Swiss law and international treaties applicable in Switzerland (such as the Lugano Convention). Should an appraisal suit be filed by shareholders against Tyco Ireland in Ireland, the applicable legal and procedural considerations might be different.

Exchange of Shares; Delivery of Shares to Former Record Holders

The exchange of Tyco Switzerland common shares into Tyco Ireland ordinary shares will occur automatically at the effective time of the Merger. The Transfer Agent will, as soon as reasonably practicable after the effective time of the Merger, exchange Tyco Switzerland common shares for Tyco Ireland ordinary shares to be received in the Merger pursuant to the terms of the Merger Agreement.

After the effective time of the Merger, each Tyco Switzerland common share will no longer be outstanding and will cease to exist, and each book-entry share for registered holders that previously represented Tyco Switzerland common shares will represent only the right to be entered into the register of members of Tyco Ireland.

Melbourn Road, Bishopstown, County Cork, Ireland, will be the address at which the share register for Tyco Ireland can be inspected after the effective time of the Merger.

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Share Compensation Plans

If the Merger is completed, Tyco Ireland will adopt and assume Tyco Switzerland’s equity and incentive plans and certain other employee benefit plans and arrangements and underlying awards, and those plans, arrangements and awards will be amended as necessary to give effect to the Merger, including to provide (1) that ordinary shares of Tyco Ireland will be issued, held, available or used to measure benefits as appropriate under the plans, arrangements and awards, in lieu of Tyco Switzerland common shares, including upon exercise of any options granted or awarded under those plans and arrangements; and (2) for the appropriate substitution of Tyco Ireland for Tyco Switzerland in those plans and arrangements.

Stock Exchange Listing

Tyco Switzerland common shares are currently listed on the NYSE. Tyco Ireland intends to make an application so that, immediately following the effective time of the Merger, Tyco Ireland ordinary shares will be listed on the NYSE under the symbol “TYC,” the same symbol under which the Tyco Switzerland common shares are currently listed. There is currently no established public trading market for Tyco Ireland ordinary shares. Tyco Ireland currently does not intend to seek a listing on the Irish Stock Exchange.

Accounting Treatment of the Merger under U.S. GAAP

Under U.S. GAAP, the Merger represents a transaction between entities under common control. Assets and liabilities transferred between entities under common control are accounted for at cost. Accordingly, the assets and liabilities of Tyco Switzerland will be reflected at their carrying amounts in the accounts of Tyco Ireland at the effective time of the Merger.

Guarantee of Senior Notes

In connection with the Merger, Tyco Ireland will enter into supplemental indentures to the indentures governing TIFSA’s senior notes. The supplemental indenture will provide for Tyco Ireland to guarantee the obligations of TIFSA under the indenture and supplemental indentures governing the senior notes. Our newly formed Luxembourg subsidiary will assume the obligations of Tyco Switzerland under the indenture and supplemental indentures governing the senior notes.

Impact of the Merger on Operating Costs and Effective Tax Rates

We do not expect the Merger to have a material effect on our operating costs, including our selling, general and administrative expenses. In addition, we do not expect the Merger to materially affect our worldwide effective corporate tax rate. We believe that the cost of doing business in Ireland is generally comparable to the cost of doing business in Switzerland.

Effect of the Merger on the Availability of Information and Reports

After the completion of the Merger, Tyco Ireland will remain subject to SEC reporting requirements, the mandates of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable corporate governance rules of the NYSE, and Tyco Ireland will continue to report Tyco’s consolidated financial results in U.S. dollars and under U.S. GAAP. Tyco Ireland will also be required to comply with any additional reporting and governance requirements of Irish law.

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For so long as Tyco Ireland has a class of securities listed on the NYSE, Tyco Ireland will continue to be subject to rules regarding proxy solicitations and tender offers and the corporate governance requirements of the NYSE, the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes-Oxley Act including, for example, independence requirements for audit and compensation committee composition, annual certification requirements and auditor independence rules, unless certain circumstances change. Tyco Ireland will also be required to disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under the NYSE’s listing standards.

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PROPOSAL TO CREATE DISTRIBUTABLE

RESERVES OF TYCO IRELAND

Under Irish law, dividends and distributions and, generally, share repurchases or redemptions may only be made from distributable reserves in Tyco Ireland’s unconsolidated balance sheet prepared in accordance with the Irish Companies Act 1963 to 2013. Distributable reserves generally means the accumulated realized profits of Tyco Ireland less accumulated realized losses of Tyco Ireland and includes reserves created by way of capital reductions. In addition, no distribution or dividend may be made unless the net assets of Tyco Ireland are equal to, or in excess of, the aggregate of Tyco Ireland’s called up share capital plus undistributable reserves and the distribution does not reduce Tyco Ireland’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which Tyco Ireland’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Tyco Ireland’s accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital. See “Description of the Share Capital of Tyco Ireland—Dividends” and “Description of the Share Capital of Tyco Ireland—Share Repurchases and Redemptions.”

Immediately following the Merger, the unconsolidated balance sheet of Tyco Ireland will not contain any distributable reserves and “shareholders’ equity” in such balance sheet will be comprised entirely of “share capital” (equal to the aggregate nominal value of the Tyco Ireland ordinary shares issued pursuant to the Merger) and “share premium” resulting from the issuance of Tyco Ireland ordinary shares in the Merger. The share premium arising will be equal to (1) the aggregate market value of the Tyco Switzerland common shares as of the close of trading on the NYSE on the day prior to the completion of the Merger less (2) the nominal value of Tyco Ireland’s ordinary share capital.

The Tyco Switzerland shareholders are being asked at the Special General Meeting to approve a proposal to reduce the share premium of Tyco Ireland to allow the creation of distributable reserves of Tyco Ireland. If the shareholders of Tyco Switzerland approve the creation of distributable reserves and the Merger is completed, such approval will facilitate Tyco Ireland in seeking to obtain the approval of the Irish High Court, which is required for the creation of distributable reserves to be effective, as soon as practicable following the completion of the Merger. Tyco Ireland is expected to obtain the approval of the Irish High Court within approximately six to twelve weeks after completion of the Merger.

Prior to completion of the Merger, the current shareholders of Tyco Ireland will have unanimously passed a resolution to create distributable reserves following completion of the Merger through the reduction of all the share premium of Tyco Ireland.

The approval of the Reserves Proposal is not a condition to the completion of the Merger and whether or not it is approved will have no impact on the completion of the Merger. Accordingly, if the shareholders of Tyco Switzerland approve the Merger Agreement Proposal but do not approve the Reserves Proposal, the Merger will still be completed. Until the Irish High Court approval is obtained or distributable reserves are created as a result of the profitable operation of Tyco Ireland, Tyco Ireland will not have sufficient distributable reserves to pay dividends or to repurchase or redeem its ordinary shares following the Merger, including under the current share repurchase plans of Tyco Switzerland, until such time as Tyco Ireland has created distributable reserves through the generation of future profits from its operations. In addition, although Tyco Ireland is not aware of any reason why the Irish High Court would not approve the creation of distributable reserves, the issuance of the required order is a matter for the discretion of the Irish High Court.

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On March 5, 2014, at our annual general meeting, our shareholders approved an aggregate dividend in the amount of $0.72 per share to be paid in four quarterly installments of $0.18 in May 2014, August 2014, November 2014, and February 2015. The first dividend installment was paid by Tyco Switzerland on May 21, 2014. We currently anticipate completing the Merger by the end of 2014. The dividend payments approved by our shareholders at the 2014 annual general meeting are legal obligations and Tyco Ireland will be obligated under the Merger Agreement to pay all such dividend installments that remain unpaid at the time of the completion of the Merger as part of its assumption of all of the liabilities of Tyco Switzerland. Notwithstanding the Merger, as long as you are a holder of Tyco shares issued at the time of the Merger on the applicable record and payment date relating to any of the remaining installments, you will receive such dividend installment regardless of which Tyco entity pays it.

The capital reduction is not a prerequisite for Tyco Ireland to be able to satisfy the obligation to pay the remaining installments of the dividend approved at the 2014 annual general meeting of Tyco Switzerland shareholders that remain unpaid at the time of the Merger, all such payments being liabilities of Tyco Switzerland.

As of April 30, 2014, the Board had authorized Tyco Switzerland to repurchase up to $2.0 billion of its common shares. If the Merger Agreement Proposal is approved and the Merger is consummated, Tyco Ireland will be authorized to repurchase its ordinary shares up to an aggregate amount equaling the difference between $2.0 billion and the aggregate amount of share repurchases conducted by Tyco Switzerland prior to the consummation of the Merger, with no expiration date for such authorization. Despite this authority, the creation of distributable reserves, however is a prerequisite for Tyco Ireland to be able to repurchase its ordinary shares.

Recommendation and Required Affirmative Vote

Approval of the Reserves Proposal requires the affirmative vote of at least a majority of the Tyco Switzerland common shares cast in person or by proxy at the meeting.

The Board recommends that shareholders vote “FOR” the Reserves Proposal.

The Reserves Proposal will not be presented at the Special General Meeting if the Merger Agreement Proposal is not approved by Tyco Switzerland’s shareholders.

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MATERIAL TAX CONSIDERATIONS

The information presented under the caption “Swiss Tax Considerations” is a discussion of the material Swiss tax consequences of the Merger. The information presented under the caption “U.S. Federal Income Tax Considerations” is a discussion of the material U.S. federal income tax consequences (1) to U.S. holders and non-U.S. holders (as defined below) of (A) exchanging Tyco Switzerland common shares for Tyco Ireland ordinary shares in the Merger, and (B) owning and disposing of Tyco Ireland ordinary shares received in the Merger and (2) to Tyco Switzerland and Tyco Ireland of the Merger. The information presented under the caption “Irish Tax Considerations” is a discussion of the material Irish tax consequences to shareholders of the Merger and of ownership and disposition of the Tyco Ireland ordinary shares.

You should consult your own tax advisor regarding the applicable tax consequences to you of the Merger and of ownership and disposition of the Tyco Ireland ordinary shares under the laws of the U.S. (federal, state and local), Ireland, Switzerland, and any other applicable jurisdiction.

Swiss Tax Considerations

Scope of Discussion

This discussion does not generally address any aspects of Swiss taxation other than Swiss federal and Schaffhausen cantonal taxation, is not a complete analysis or list of all of the possible tax consequences of the Merger or of holding and disposing of Tyco Switzerland common shares (other than in exchange for ordinary shares of Tyco Ireland as a result of the Merger) and does not address all tax considerations that may be relevant to you.

Consequences of the Merger

In connection with this proxy statement/prospectus, our tax counsel, PricewaterhouseCoopers AG, Switzerland, has delivered a tax opinion to the effect that, for Swiss federal tax purposes, the Merger (i) should not be taxable to Tyco Switzerland as Tyco Switzerland can claim participation relief on the gain recognized upon the Merger and (ii) will not be taxable to Swiss shareholders of Tyco Switzerland, provided that Tyco Ireland’s equity that can be distributed to Swiss individual shareholders without Swiss income tax consequences does not exceed Tyco Switzerland’s income tax free distributable equity (i.e., the sum of the nominal capital plus qualifying reserves from capital contributions) at the time of the exit, and that Tyco meets the Withholding Test (as described below). At July 21, 2014, the most recent practicable date prior to the mailing of this proxy statement/prospectus, Tyco met this Withholding Test. In addition to the tax opinion from our tax counsel, we have also received two private letter rulings (the “Private Letter Rulings”) from each of (i) the Swiss federal tax administration (the “Swiss FTA”) describing the Withholding Test and the circumstances under which the withholding tax would be due and (ii) the Schaffhausen tax administration confirming that participation relief should be applicable on the gain recognized upon the Merger for Swiss direct federal tax purposes and therefore the Merger should not result in a taxable transaction for Tyco Switzerland.

Material Tax Consequences to Tyco Switzerland

We believe that the Merger will not be a taxable transaction for Swiss withholding tax purposes for Tyco Switzerland pursuant to a private letter ruling we received from the Swiss Federal Tax Administration setting out the circumstances under which an exit withholding tax may be payable under

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Swiss law as a result of the Merger. We also received a private letter ruling from the Schaffhausen tax administration confirming that Tyco Switzerland may claim participation relief for corporate income tax purposes for any capital gain Tyco Switzerland would recognize upon the completion of the Merger.

Material Tax Consequences to Shareholders

Under Swiss law a transaction such as the Merger, which results in the migration or “exit” of a company from Switzerland, could result in the imposition of exit withholding tax, corporate income tax as well as income tax at the level of the Swiss resident shareholders. While any withholding tax imposed would be a shareholder-level tax, the Swiss company would be required to pay such tax to the Swiss tax authorities on behalf of the shareholders. Any such payment by the Swiss company could also give rise to taxes imposed on shareholders in other countries, such as the United States, on the tax amounts deemed paid on behalf of such shareholders. However, Swiss shareholders of Tyco Switzerland will not recognize gain or loss on the exchange of Tyco Switzerland common shares for ordinary shares of Tyco Ireland in the Merger and no exit withholding tax will be due as a result of the Merger as long as Tyco meets a test, which we refer to as the “Withholding Test.” Under the Withholding Test, an exit withholding tax in respect of the Merger will not be due as long as Tyco Switzerland’s Market Capitalization is less than or equal to Tyco Switzerland’s Total Qualifying Equity (all capitalized terms are described below). If, however, Tyco Switzerland’s Market Capitalization is more than its Total Qualifying Equity, Tyco Switzerland will not meet the Withholding Test and a 35% withholding tax would be assessed on the difference. As discussed under “Approval of the Merger Agreement–-Conditions to Completion of the Merger,” it is a condition to the ability of Tyco to effect the Merger that no such exit withholding tax be payable under Swiss law as a result of the Merger. Furthermore, in order to avoid the imposition of Swiss income taxation at the level of the Swiss individual shareholders holding their shares as private assets, Tyco Ireland’s equity that can be distributed to Swiss individual shareholders without Swiss income tax consequences must not exceed Tyco Switzerland’s income tax free distributable equity (i.e., the sum of the nominal capital plus qualifying reserves from capital contributions) at the time of the exit.

For purposes of the Withholding Test:

“Market Capitalization” is equal to the product of (i) the volume weighted average share price for Tyco Switzerland common shares on the NYSE in Swiss Francs, calculated daily based upon the closing share price on the NYSE for each trading day during a 60 trading day averaging period ending on the day that is 45 days in advance of the meeting (the “Valuation Date”) (or the next preceding trading day if such day is not a trading day), whenever the meeting occurs and the U.S. dollar/Swiss franc exchange rate on each such trading day (as reported by the Swiss National Bank) and (ii) the number of registered shares of Tyco Switzerland as of the date of the Exit Balance Sheet (as reported in the Commercial Register), excluding all shares held by Tyco Switzerland and its subsidiaries.

“Total Qualifying Equity” is equal to the sum of (i) the aggregate par value of the registered shares of Tyco Switzerland as reported in the Commercial Register, less the aggregate par value of the Remaining Treasury Shares, as of the date of the Exit Balance Sheet, plus (ii) the confirmed amount of the reserves from capital contributions (Kapitaleinlagereserven) of Tyco Switzerland as reflected in Tyco Switzerland’s then most recent Form 170 filed with and approved by the Swiss FTA, provided that if there has been any change to such capital contribution since the date of such Form 170, Tyco Switzerland will provide an updated Form 170 as of the date of the Exit Balance Sheet.

“Remaining Treasury Shares” means the registered shares of Tyco Switzerland that are held by Tyco Switzerland or one of its subsidiaries.

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The “Exit Balance Sheet” for Swiss withholding tax purposes is an unaudited, statutory, non-consolidated balance sheet for Tyco Switzerland as of the last Friday of June 2014 (June 27, 2014).

The Swiss FTA will provide a final confirmation that there will be no exit withholding tax in respect of the Merger within 14 business days of Tyco Switzerland’s submission to the Swiss FTA of the Exit Balance Sheet and the calculation of the Market Capitalization.

At July 21, 2014, the most recent practicable date prior to the mailing of this proxy statement/prospectus, Tyco Switzerland’s Market Capitalization as calculated for Swiss tax purposes was $19.7 billion and the Total Qualifying Equity of Tyco Switzerland was $30.3 billion. Accordingly, had the Withholding Test occurred on July 21, 2014, there would have been no exit withholding tax payable in respect of the Merger (since Market Capitalization did not exceed Total Qualifying Equity at such date). Under the terms of the Private Letter Ruling, however, the Withholding Test will actually be definitively calculated on July 29, 2014, when the Total Qualifying Equity and the number of shares outstanding used to calculate Market Capitalization are finally determined. We do not expect any material changes to the amount of Market Capitalization or Total Qualifying Equity from what we have calculated and presented above. Therefore, we do not expect that when the Withholding Test is definitively calculated as of the date of the Exit Balance Sheet, it will result in any exit withholding tax being due.

It is a condition to the closing of the Merger that there will be no exit withholding tax payable under Swiss law as a result of the Merger. Tyco will not seek to amend the Merger Agreement to permit the Merger to become effective if an exit withholding tax would be payable as a result of the Merger. Accordingly, if the Market Capitalization exceeds Total Qualifying Equity at the date of the Exit Balance Sheet and an exit withholding tax would therefore be payable if the Merger were to become effective, Tyco Switzerland will cancel the meeting (if the meeting has not yet occurred), refrain from filing the application to effect the Merger with the Commercial Register (if the meeting has occurred and shareholders have approved the Merger proposal), and terminate the Merger Agreement. As a result, the Merger will not become effective. Tyco will issue a press release and file such press release with the U.S. Securities and Exchange Commission on a Current Report on Form 8-K to advise shareholders if the Withholding Test is not met and, therefore, that the meeting will not take place, or (if the meeting has taken place and shareholders have approved the Merger Proposal) that Tyco will refrain from filing the application to effect the Merger with the Commercial Register and will terminate the Merger Agreement.

U.S. Federal Income Tax Considerations

Scope of Discussion

Subject to the limitations and qualifications described herein and in the opinion of McDermott Will & Emery LLP, filed as Exhibit 8.1 to the registration statement, the following discussion constitutes the opinion of our U.S. tax counsel, McDermott Will & Emery LLP, as to (i) the material U.S. federal income tax consequences to Tyco Switzerland, Tyco Ireland, and our shareholders as a result of the Merger and (ii) the material U.S. federal income tax consequences to our shareholders of owning and disposing of Tyco Ireland ordinary shares. This discussion does not generally address any aspects of U.S. taxation other than U.S. federal income taxation, is not a complete analysis or listing of all of the possible tax consequences of the Merger or of holding and disposing of Tyco Ireland ordinary shares and does not address all tax considerations that may be relevant to you. Special rules that are not discussed in the general descriptions below may also apply to you. In particular, this discussion deals

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only with holders that hold their Tyco Switzerland common shares and will hold their Tyco Ireland ordinary shares as capital assets and, except as otherwise indicated below, does not address the tax treatment of special classes of holders, such as:

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This discussion is based on the laws of the United States, including the U.S. Internal Revenue Code of 1986, as amended, which we call the “U.S. Code,” its legislative history, existing and proposed Treasury regulations promulgated thereunder, judicial decisions, published rulings, administrative pronouncements and income tax treaties to which the United States is a party, each as in effect on the date of this proxy statement/prospectus. These laws may change, possibly with retroactive effect. There can be no assurance that the IRS will not disagree with or will not successfully challenge any of the conclusions reached and described in this discussion.

For purposes of this discussion, a “U.S. holder” is any beneficial owner of Tyco Switzerland common shares or, after the completion of the Merger, Tyco Ireland ordinary shares that for U.S. federal income tax purposes is:

A “non-U.S. holder” of Tyco Switzerland common shares or, after the completion of the Merger, Tyco Ireland ordinary shares is a holder, other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes, that is not a U.S. holder. For purposes of this summary, “holder” or “shareholder” means either a U.S. holder or a non-U.S. holder or both, as the context may require.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of Tyco Switzerland common shares or Tyco Ireland ordinary shares, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Holders of Tyco Switzerland common shares or Tyco Ireland ordinary shares that are partnerships and partners in these partnerships are urged to consult their tax advisors regarding the U.S. federal income tax consequences to them of the Merger and the ownership and disposition of the Tyco Ireland ordinary shares.

In the discussion that follows, except as otherwise indicated, it is assumed, as Tyco believes to be the case, that Tyco Switzerland has not been and will not be a passive foreign investment company before the Merger and that Tyco Ireland will not be a passive foreign investment company after the Merger. See “Material Tax Considerations—U.S. Federal Income Tax Considerations.” It is also assumed, as Tyco expects to be the case, that Tyco Ireland will continue to be a non-U.S. corporation in the future.

Consequences of the Merger

For U.S. federal income tax purposes, (i) the Merger, together with the transfer of certain assets to Lux Co, will qualify as a “reorganization” under Section 368(a) of the U.S. Code and (ii) no gain or loss will be recognized by us, Tyco Ireland, or our shareholders (including, for this purpose, 5% and 10% holders) as a result of such reorganization. The basis of a shareholder’s Tyco Ireland ordinary shares received in exchange for such shareholder’s Tyco Switzerland common shares will be equal to the basis of the Tyco Switzerland common shares exchanged. The holding period of the Tyco Ireland

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ordinary shares will include the period such shareholders held the Tyco Switzerland common shares exchanged. Shareholders who hold their Tyco Switzerland common shares with differing bases or holding periods should consult their tax advisors as to the determination of the bases and holding periods of the Tyco Ireland ordinary shares received in the Merger.

Consequences of Owning and Disposing of Tyco Ireland Ordinary Shares

U.S. HOLDERS

Taxation of Distributions on Tyco Ireland Ordinary Shares. The gross amount of a distribution paid with respect to Tyco Ireland ordinary shares, including the full amount of any Irish withholding tax on such amount, will be a dividend for U.S. federal income tax purposes to the extent of Tyco Ireland’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). With respect to non-corporate U.S. holders, certain dividends received from a qualified foreign corporation will be subject to U.S. federal income tax at a maximum rate of 20%. As long as Tyco Ireland ordinary shares are listed on the NYSE or certain other exchanges and/or Tyco Ireland qualifies for benefits under the income tax treaty between the United States and Ireland, Tyco Ireland will be treated as a qualified foreign corporation for this purpose. This reduced rate will not be available in all situations, and U.S. holders should consult their own tax advisors regarding the application of the relevant rules to their particular circumstances. Dividends received by a corporate shareholder will not be eligible for the dividends received deduction that is generally allowed to U.S. corporate shareholders on dividends received from a domestic corporation.

To the extent that a distribution exceeds Tyco Ireland’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), it will be treated as a nontaxable return of capital to the extent of the U.S. holder’s basis in the shares, and thereafter generally should be treated as a capital gain. Such capital gain will be long-term if the U.S. holder’s holding period for the Tyco Ireland ordinary shares exceeds one year.

Subject to complex limitations, Irish withholding tax imposed on any distribution will be treated for U.S. federal income tax purposes as a foreign tax that may be claimed as a foreign tax credit against the U.S. federal income tax liability of a U.S. holder. For purposes of calculating the foreign tax credit, dividends paid on Tyco Ireland ordinary shares generally will be treated as income from sources outside the United States, except that a portion of such dividends may be treated as income from U.S. sources if (i) United States persons own, directly or indirectly, 50% or more of the Tyco Ireland ordinary shares and (ii) Tyco Ireland receives more than a de minimis amount of income from U.S. sources. The rules relating to the determination of the foreign tax credit are complex, and you should consult your own tax advisors to determine whether and to what extent a credit would be available. In lieu of claiming a credit, U.S. holders may claim a deduction for foreign taxes paid in the taxable year. Unlike a tax credit, a deduction does not reduce U.S. federal income tax on a dollar-for-dollar basis.

Subsequent Dispositions of Tyco Ireland Ordinary Shares. U.S. holders of Tyco Ireland ordinary shares generally should recognize capital gain or loss for U.S. federal income tax purposes on the sale, exchange or other disposition of Tyco Ireland ordinary shares in the same manner as on the sale, exchange or other disposition of any other shares held as capital assets. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for the Tyco Ireland ordinary shares exceeds one year. Under current law, long-term capital gain of non-corporate shareholders is subject to tax at a maximum rate of 20%. There are limitations on the deductibility of capital losses.

Passive Foreign Investment Company Considerations. The treatment of U.S. holders of Tyco Ireland ordinary shares in some cases could be materially different from that described above if, at any relevant time, Tyco Switzerland or Tyco Ireland were a passive foreign investment company (a “PFIC”).

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For U.S. federal income tax purposes, a foreign corporation, such as Tyco Switzerland or Tyco Ireland, is classified as a PFIC for any taxable year in which either (1) 75% or more of its gross income is passive income (as defined for U.S. federal income tax purposes) or (2) the average percentage of its assets that produce passive income or that are held for the production of passive income is at least 50%. For purposes of applying the tests in the preceding sentence, the foreign corporation is generally deemed to own its proportionate share of the assets of and to receive directly its proportionate share of the income of any other corporation of which the foreign corporation owns, directly or indirectly, at least 25% by value of the stock.

Classification of a foreign corporation as a PFIC can have various adverse consequences to shareholders of the corporation who are “United States persons,” as defined in the U.S. Code. These include taxation of gain on a sale or other disposition of the shares of the corporation at the maximum ordinary income rates and imposition of an interest charge on gain or on distributions with respect to the shares.

We believe that Tyco Switzerland should not be treated as having been a PFIC in any prior taxable year and should not be treated as a PFIC in the taxable year in which the Merger will occur. In addition, we believe that Tyco Ireland should not be treated as a PFIC following the Merger. However, the tests for determining PFIC status are applied annually, and it is difficult to accurately predict future income and assets relevant to this determination. Accordingly, we cannot assure U.S. holders that Tyco Ireland will not become a PFIC. Moreover, the determination of PFIC status depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. As a result, whether Tyco Switzerland or Tyco Ireland is or will be a PFIC for any relevant taxable year cannot be predicted with certainty, and there can be no assurance that the IRS will not challenge our determination concerning our PFIC status.

If Tyco Ireland should determine in the future that it is a PFIC, it will endeavor to so notify U.S. holders of Tyco Ireland ordinary shares, although there can be no assurance that it will be able to do so in a timely and complete manner. U.S. holders of Tyco Ireland ordinary shares should consult their own tax advisors about the PFIC rules, including the availability of certain elections.

Unearned Income Medicare Contribution Tax. An additional 3.8% Medicare tax generally will be imposed on the “net investment income” of individuals (other than nonresident aliens) with a modified adjusted gross income over $200,000 ($250,000 in the case of joint filers) and on the undistributed net investment income of certain estates and trusts. For this purpose, “net investment income” generally includes interest, dividends (including dividends paid with respect to Tyco Ireland ordinary shares), annuities, royalties, rents, net gain attributable to the disposition of property not held in a trade or business (including net gain from the taxable disposition of the Tyco Ireland ordinary shares) and certain other income, as reduced by any deductions properly allocable to such income or gain. If you are a U.S. holder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in Tyco Ireland ordinary shares.

Information Reporting and Backup Withholding on Distributions and Disposition Proceeds with Respect to Tyco Ireland Ordinary Shares. Dividends on Tyco Ireland ordinary shares paid within the United States or through certain U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding (currently at a 28% rate) unless the holder (1) is a corporation or other exempt recipient or (2) provides a taxpayer identification number and satisfies certain certification requirements. Information reporting requirements and backup withholding may also apply to the cash proceeds of a sale of Tyco Ireland ordinary shares.

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In addition to being subject to backup withholding, if a U.S. holder of Tyco Ireland ordinary shares does not provide us (or our paying agent) with the holder’s correct taxpayer identification number or other required information, the holder may be subject to penalties imposed by the IRS. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the holder furnishes certain required information to the IRS.

Section 6038D of the U.S. Code requires an individual (other than a nonresident alien) who holds an interest in a “specified foreign financial asset” during any taxable year beginning after March 18, 2010, to attach to such person’s U.S. federal income tax return for such taxable year, certain information with respect to such specified foreign financial asset, including the name and address of the issuer and information necessary to identify the class or issue of which such stock is a part. Temporary Treasury regulations prescribe IRS Form 8938 (Statement of Specified Financial Assets) as the appropriate means to comply with Section 6038D of the U.S. Code. Tyco Ireland ordinary shares should be a specified foreign financial asset unless such shares are held in an account maintained by a financial institution. Any shareholder who does not intend to hold its Tyco Ireland ordinary shares in an account maintained by a financial institution should consult his or her own tax advisor with respect to the requirement to provide such information.

NON-U.S. HOLDERS

Taxation of Distributions on Tyco Ireland Ordinary Shares. A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on dividends received on its Tyco Ireland ordinary shares, unless the dividends are effectively connected with the holder’s conduct of a trade or business in the United States and, if a tax treaty applies, the dividends are attributable to a permanent establishment or fixed place of business maintained by the holder in the United States or such holder is subject to backup withholding as discussed below.

Except to the extent otherwise provided under an applicable tax treaty, a non-U.S. holder generally will be taxed in the same manner as a U.S. holder on dividends paid and gains recognized that are effectively connected with the holder’s conduct of a trade or business in the United States. Effectively connected dividends received and gains recognized by a corporate non-U.S. holder may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or, if applicable, a lower treaty rate), subject to certain adjustments.

Subsequent Disposition of Tyco Ireland Ordinary Shares. In general, a non-U.S. holder of Tyco Switzerland common shares will not be subject to U.S. federal income or withholding tax on any gain recognized on a subsequent disposition of the Tyco Ireland ordinary shares, unless: (1) such gain is effectively connected with the conduct by the holder of a trade or business within the United States and, if a tax treaty applies, is attributable to a permanent establishment or fixed place of business maintained by such holder in the United States, (2) in the case of capital gain of a holder who is an individual, such holder is present in the United States for 183 days or more during the taxable year in which the capital gain is recognized and certain other conditions are met, or (3) such holder is subject to backup withholding as discussed below.

Information Reporting and Backup Withholding on Distributions and Disposition Proceeds with Respect to Tyco Ireland Ordinary Shares. In order not to be subject to backup withholding tax on distributions and disposition proceeds with respect to Tyco Ireland ordinary shares, a non-U.S. holder may be required to provide a taxpayer identification number, certify the holder’s foreign status, or otherwise establish an exemption. Non-U.S. holders of Tyco Ireland ordinary shares should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of exemptions, and the procedure for obtaining such an exemption, if available. Any amount withheld from a payment to a non-U.S. holder under the backup withholding rules may be allowed as a refund or credit against the holder’s U.S. federal income tax, provided that the required information is furnished to the IRS.

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Irish Tax Considerations

Scope of Discussions

The following is a summary of the material Irish tax consequences to shareholders of the Merger and of ownership and disposition of the Tyco Ireland ordinary shares. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to each shareholder. The summary is based on Irish tax law and the practice of the Irish Revenue Commissioners currently in force in Ireland and on discussions and correspondence with the Irish Revenue Commissioners. Legislative, administrative or judicial changes may modify the tax consequences described below.

The summary deals with holders who beneficially own their shares as an investment. Particular rules not discussed below may apply to certain classes of taxpayers holding shares, such as dealers in securities, trusts, insurance companies, collective investment schemes and individuals who have or may be deemed to have acquired their shares by virtue of an office or employment. The summary does not constitute tax or legal advice and the comments below are of a general nature only. Prospective investors in the shares should consult their professional advisers on the tax implications of the purchase, holding, redemption or sale of the shares under the laws of their country of residence, citizenship or domicile.

Shareholders

Irish Tax on Chargeable Gains (at the time of the Merger). The receipt by Tyco Switzerland shareholders of Tyco Ireland ordinary shares as consideration for the cancellation of their Tyco Switzerland common shares in the Merger will not give rise to a liability to Irish tax on chargeable gains for persons that are not resident or ordinarily resident in Ireland for Irish tax purposes and do not hold such shares in connection with a trade carried on by such holder in Ireland through a branch or agency.

The issuance, pursuant to the Merger, of Tyco Ireland ordinary shares to holders of Tyco Switzerland common shares who are resident or ordinarily resident for tax purposes in Ireland, or who hold their shares in connection with a trade carried on by such holder in Ireland through a branch or agency, should be treated as falling within the relief for a reorganization for the purposes of taxation of chargeable gains. Accordingly, the Tyco Ireland ordinary shares issued to holders of Tyco Switzerland common shares in accordance with their entitlements as holders of Tyco Switzerland common shares should be treated as the same asset and as acquired at the same time as the Tyco Switzerland common shares.

Irish Tax on Chargeable Gains (on shares held post-Merger). The rate of tax on chargeable gains (where applicable) in Ireland is currently 33%. Tyco Ireland shareholders that are not resident or ordinarily resident in Ireland for Irish tax purposes and do not hold their shares in connection with a trade carried on by such holder in Ireland through a branch or agency will not be liable for Irish tax on chargeable gains realized on a subsequent disposal of their Tyco Ireland ordinary shares.

Shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes or shareholders that hold their shares in connection with a trade carried on by such holder in Ireland through a branch or agency will, subject to the availability of exemptions and reliefs, be within the charge to Irish tax on chargeable gains arising on a subsequent disposal of their Tyco Ireland ordinary shares.

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Withholding Tax on Dividends

Distributions made by Tyco will generally be subject to dividend withholding tax (“DWT”) at the standard rate of income tax (currently 20%) unless one of the exemptions described below applies, which we believe will be the case for the majority of shareholders. DWT (if any) arises in respect of dividends paid after Tyco’s establishment of tax residency in Ireland. For DWT purposes, a dividend includes any distribution made by Tyco to its shareholders, including cash dividends, non-cash dividends and additional stock or units taken in lieu of a cash dividend. Tyco is responsible for withholding DWT at source and forwarding the relevant payment to the Irish Revenue Commissioners.

Certain shareholders (both individual and corporate) are entitled to an exemption from DWT. In particular, a non-Irish resident shareholder is not subject to DWT on dividends received from Tyco if the shareholder is beneficially entitled to the dividend and is:

and provided that, in all cases noted above but subject to the matters described below, the shareholder has provided the appropriate forms to his or her broker (and the relevant information is further transmitted to Tyco’s qualifying intermediary before the record date for the dividend in the case of shares held beneficially), or to Tyco’s transfer agent at least 7 business days before such record date (in the case of shares held directly).

Tyco is in the process of putting an agreement in place with a qualifying intermediary which is recognized by the Irish Revenue Commissioners as a “qualifying intermediary” and which satisfies one of the Irish requirements for dividends to be paid free of DWT to certain shareholders who hold their shares through DTC, as described below. The agreement will generally provide for certain arrangements relating to distributions in respect of those shares of Tyco (the “Deposited Securities”) that are held through DTC. The agreement will provide that the qualifying intermediary shall distribute or otherwise make available to Cede & Co., as nominee for DTC, any cash dividend or other cash distribution with respect to the Deposited Securities, after Tyco delivers or causes to be delivered to the qualifying intermediary the cash to be distributed.

Tyco will rely on information received directly or indirectly from brokers and its transfer agent in determining where shareholders reside, whether they have provided the required U.S. tax information

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and whether they have provided the required Irish dividend withholding tax forms, as described below. Shareholders who are required to file Irish forms in order to receive their dividends free of DWT should note that such forms are generally valid until 31 December of the fifth year after the year of issue of the forms and new forms must be filed before the expiration of that period in order to continue to enable them to receive dividends without DWT. Links to the Irish Revenue forms are available at http://www.revenue.ie/en/tax/dwt/forms/index.html.

For a list of “relevant territories” as defined for the purposes of DWT, see Annex C to this proxy statement/prospectus.

For shareholders that cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible for such shareholders to rely on the provisions of a double tax treaty to which Ireland is a party to reduce the rate of DWT.

Shares Held by U.S. Resident Shareholders

Dividends paid on Tyco Ireland ordinary shares that are owned by residents of the United States and held beneficially will not be subject to DWT provided that the address of the beneficial owner of the shares in the records of the broker is in the United States. Tyco strongly recommends that such shareholders ensure that their information has been properly recorded by their brokers (so that such brokers can further transmit the relevant information to Tyco’s qualifying intermediary).

Shareholders who are residents of the United States who held shares directly on the date immediately prior to completion of the Merger generally will receive dividends paid before one year from the date on which the last shareholder vote approving the Merger is held, without any DWT. Dividends will be paid without any DWT if the shareholder has provided a valid U.S. tax form showing an address in the United States to Tyco’s transfer agent. Tyco strongly recommends that such shareholders ensure that the appropriate tax form has been provided to Tyco’s transfer agent.

Dividends paid on Tyco Ireland ordinary shares acquired after the completion of the Merger that are owned by residents of the United States and held directly will not be subject to DWT provided that the shareholder has provided a valid IRS Form 6166 showing a U.S. address to Tyco’s transfer agent at least 7 business days before the record date for the first dividend payment to which they are entitled. Tyco strongly recommends that such shareholders ensure that the appropriate IRS Form 6166 has been provided to Tyco’s transfer agent as soon as possible after acquiring their shares.

In addition, all shareholders who are residents of the United States and hold their shares directly (regardless of when such shareholders acquired their shares) must provide a valid IRS Form 6166 showing a U.S. address in order to receive dividends paid after one year from the date on which the last shareholder vote approving the Merger is held, without DWT. Such shareholders must provide the appropriate IRS Form 6166 to Tyco’s transfer agent at least 7 business days before the record date for the first dividend paid after one year from the date on which the last shareholder vote approving the Merger is held. Tyco strongly recommends that such shareholders ensure that the appropriate IRS Form 6166 has been provided to Tyco’s transfer agent as soon as possible after acquiring their shares.

If any shareholder who is resident in the United States receives a dividend subject to DWT, he or she should generally be able to make an application for a refund from the Irish Revenue Commissioners on the prescribed form.

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Shares Held by Residents of “Relevant Territories” Other than the United States

Shareholders who are residents of “relevant territories” other than the United States who held shares on the date immediately prior to completion of the Merger generally will receive dividends paid before one year from the date on which the last shareholder vote approving the Merger is held, without any DWT. For shares held beneficially, dividends will be paid without any DWT if the address of the relevant shareholder in his or her broker’s records is in a “relevant territory” other than the United States. Tyco strongly recommends that such shareholders ensure that their information has been properly recorded by their brokers (so that such brokers can further transmit the relevant information to Tyco’s qualifying intermediary). For shares held directly, dividends will be paid without any DWT if the shareholder has provided a valid Irish tax form showing an address in a “relevant territory” other than the United States to Tyco’s transfer agent. Tyco strongly recommends that such shareholders ensure that the appropriate tax form has been provided to Tyco’s transfer agent. In addition, all shareholders who are residents of “relevant territories” other than the United States who held shares on the date immediately prior to completion of the Merger must complete appropriate Irish dividend withholding tax forms in order to receive dividends paid after one year from the date on which the last shareholder vote approving the Merger is held without DWT. Such shareholders must provide the appropriate Irish dividend withholding tax forms to Tyco’s transfer agent at least 7 business days before the record date for the first dividend paid after one year from the date on which the last shareholder vote approving the Merger is held. Tyco strongly recommends that such shareholders ensure that the appropriate Irish dividend withholding tax forms have been provided to Tyco’s transfer agent as soon as possible after acquiring their shares.

Shareholders who are residents of “relevant territories” other than the United States who acquire their shares after the completion of the Merger must complete the appropriate Irish dividend withholding tax forms in order to receive their dividends without DWT. Such shareholders must provide the appropriate Irish dividend withholding tax forms to their brokers (so that such brokers can further transmit the relevant information to Tyco’s qualifying intermediary) before the record date for the first dividend payment to which they are entitled (in the case of shares held beneficially), or to Tyco’s transfer agent at least 7 business days before such record date (in the case of shares held directly). Tyco strongly recommends that such shareholders complete the appropriate Irish forms and provide them to their brokers or Tyco’s transfer agent, as the case may be, as soon as possible after acquiring their shares.

If any shareholder who is resident in a “relevant territory” receives a dividend subject to DWT, he or she may make an application for a refund from the Irish Revenue Commissioners on the prescribed form.

Please note that this exemption from DWT does not apply to a Tyco shareholder (other than a body corporate) that is resident or ordinarily resident in Ireland or to a non-resident body corporate that is under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland. However, it may be possible for such a shareholder to rely on a double tax treaty to limit the applicable DWT.

Shares Held by Residents of Ireland

Most Irish tax resident or ordinarily resident shareholders will be subject to DWT in respect of dividend payments on their Tyco Ireland ordinary shares.

Shareholders that are residents of Ireland but are entitled to receive dividends without DWT must complete the appropriate Irish forms and provide them to their brokers (so that such brokers can further transmit the relevant information to Tyco’s qualifying intermediary) before the record date for the

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first dividend to which they are entitled (in the case of shares held beneficially), or to Tyco’s transfer agent at least 7 business days before such record date (in the case of shares held directly). Shareholders who are resident or ordinarily resident in Ireland or are otherwise subject to Irish tax should consult their own tax advisor.

Shares Held by Other Persons

Tyco shareholders who do not reside in “relevant territories” or in Ireland will be subject to DWT, but there are a number of other exemptions that could apply on a case-by-case basis. Dividends paid to such shareholders will be paid subject to DWT unless the relevant shareholder has provided the appropriate Irish dividend withholding tax exemption form to his or her broker (so that such broker can further transmit the relevant information to Tyco’s qualifying intermediary) prior to the record date for the first dividend to which they are entitled (in the case of shares held beneficially), or to Tyco’s transfer agent at least 7 business days before such record date (in the case of shares held directly). Tyco strongly recommends that such shareholders to whom an exemption applies complete the appropriate Irish forms and provide them to their brokers or Tyco’s transfer agent, as the case may be, as soon as possible.

If any shareholder who is not a resident of a “relevant territory” or Ireland but is exempt from withholding receives a dividend subject to DWT, he or she may make an application for a refund from the Irish Revenue Commissioners on the prescribed form.

Income Tax on Dividends Paid on Tyco Ireland Ordinary Shares

Irish income tax (if any) arises in respect of dividends paid after Tyco’s establishment of tax residency in Ireland.

A shareholder who is not resident or ordinarily resident in Ireland and who is entitled to an exemption from DWT, generally has no liability to Irish income tax or the universal social charge on a dividend from Tyco Ireland unless he or she holds their Tyco shares through a branch or agency in Ireland through which a trade is carried on. Tyco shareholders that are not resident nor ordinarily resident in Ireland and do not hold their shares through a branch or agency in Ireland, are generally liable to Irish income tax and (in the case of an individual) the universal social charge on dividends received from Tyco unless they are entitled to exemption from DWT. However, the DWT deducted by Tyco discharges such liability to Irish income tax and the universal social charge provided that the shareholder furnishes a statement of DWT imposed to the Irish Revenue.

Irish resident or ordinarily resident shareholders may be subject to Irish tax and (in the case of an individual) the universal social charge on dividends received from Tyco Ireland. Such shareholders should consult their own tax advisor.

Capital Acquisitions Tax

Irish capital acquisitions tax (“CAT”) comprises principally of gift tax and inheritance tax. CAT could apply to a gift or inheritance of Tyco Ireland ordinary shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because Tyco Ireland ordinary shares are regarded as property situated in Ireland as the share register of Tyco must be held in Ireland. The person who receives the gift or inheritance has primary liability for CAT.

CAT is levied at a rate of 33 percent above certain tax-free thresholds. The appropriate tax-free threshold is dependent upon (1) the relationship between the donor and the donee and (2) the

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aggregation of the values of previous gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT. Shareholders should consult their own tax advisor as to whether CAT is creditable or deductible in computing any domestic tax liabilities.

Stamp Duty

Irish stamp duty (if any) becomes payable in respect of share transfers occurring after completion of the Merger.

No stamp duty will be payable on the cancellation of the common shares of Tyco Switzerland or the issue of Tyco Ireland ordinary shares pursuant to the Merger.

A transfer of Tyco Ireland ordinary shares from a seller who holds shares beneficially to a buyer who holds the acquired shares beneficially will not be subject to Irish stamp duty (unless the transfer involves a change in the nominee that is the record holder of the transferred shares).

A transfer of Tyco Ireland ordinary shares by a seller who holds shares directly to any buyer, or by a seller who holds the shares beneficially to a buyer who holds the acquired shares directly, may be subject to Irish stamp duty (currently at the rate of 1% of the price paid or the market value of the shares acquired, if higher). Stamp duty is a liability of the buyer or transferee. A shareholder who holds Tyco Ireland ordinary shares directly may transfer those shares into his or her own broker account without giving rise to Irish stamp duty provided there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and at the time of the transfer there is no agreement in place for a sale of the shares. In order to benefit from this exemption from stamp duty, the seller must confirm to Tyco Ireland that there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and, at the time of the transfer, there is no agreement in place for a sale of the shares.

Because of the potential Irish stamp duty on transfers of Tyco Ireland ordinary shares, we strongly recommend that all directly registered shareholders open broker accounts so they can transfer their shares into a broker account as soon as possible and in any event prior to completion of the Merger. We also strongly recommend that any person who wishes to acquire Tyco Ireland ordinary shares after completion of the Merger acquire such shares beneficially.

We currently intend to pay, or cause one of our affiliates to pay, stamp duty in connection with share transfers made in the ordinary course of trading by a seller who holds shares directly to a buyer who holds the acquired shares beneficially. In other cases Tyco may, in its absolute discretion, pay or cause one of its affiliates to pay any stamp duty. Tyco Ireland’s articles of association as they will be in effect after the Merger provide that, in the event of any such payment, Tyco Ireland shall be entitled to (i) seek reimbursement from the buyer, (ii) set-off the amount of the stamp duty against future dividends on such shares, and (iii) claim a first and permanent lien on the Tyco Ireland ordinary shares acquired by such buyer and any dividends paid on such shares. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Tyco Ireland ordinary shares has been paid unless one or both of such parties is otherwise notified by Tyco.

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DESCRIPTION OF THE SHARE CAPITAL OF TYCO IRELAND

The following information is a summary of the material terms of Tyco Ireland ordinary shares, nominal (i.e. par) value $0.01 per share, as specified in the form of Tyco Ireland articles of association that will be effective as of completion of the Merger (the “Tyco Ireland Articles”).

Pursuant to the Merger Agreement, each shareholder of Tyco Switzerland will receive one ordinary share of Tyco Ireland in exchange for each Tyco Switzerland common share held immediately prior to the effectiveness of the Merger. As such, the Merger will result in you holding Tyco Ireland ordinary shares, rather than Tyco Switzerland common shares. Immediately after the Merger, the number of Tyco Ireland ordinary shares you will own will be the same as the number of common shares you held in Tyco Switzerland immediately prior to the Merger, and your relative economic interest in our company will remain unchanged. All of the Tyco Ireland ordinary shares will be issued fully paid and will not be subject to any further calls or assessments by Tyco Ireland.

The following description of Tyco Ireland ordinary shares is a summary. This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Tyco Ireland Articles, which are included as Annex B to this proxy statement/prospectus. See also “Comparison of Rights of Shareholders.”

Capital Structure

ISSUED SHARE CAPITAL

Immediately prior to the Merger, the issued share capital of Tyco Ireland will be €40,000, comprised of 40,000 ordinary shares with a par value of €1 per share (the “Euro Share Capital”). In connection with the consummation of the Merger, the Euro Share Capital will be acquired by Tyco Ireland for nil consideration and will then be cancelled by Tyco Ireland. Based on the number of shares outstanding on June 30, 2014, we expect that Tyco Ireland will at the same time issue 448,830,279 ordinary shares with a par value of $0.01 each (less any shares repurchased prior to the effectiveness of the Merger). All shares issued on completion of the Merger will be issued as fully paid up.

AUTHORIZED SHARE CAPITAL

The authorized share capital of Tyco Ireland is $11,000,000 and €40,000, divided into 1,000,000,000 ordinary shares with a par value of $0.01 per share, 100,000,000 preferred shares with a par value of $0.01 per share and 40,000 ordinary A shares with a par value of €1.00 per share. The authorized share capital includes 40,000 ordinary A shares with a par value of €1.00 per share in order to satisfy statutory requirements for the incorporation of all Irish public limited companies.

Tyco Ireland may issue shares subject to the maximum prescribed by its authorized share capital contained in its memorandum of association. Following the Merger, we expect that Tyco Ireland will have issued no more than $4,488,302 and €0 of its authorized share capital of $11,000,000 and €40,000, with such issued share capital comprised of 448,830,279 ordinary shares with a par value of $0.01 each, no preferred shares and no ordinary A shares. This means that Tyco Ireland would be able to issue further shares with a total nominal value of approximately $6,511,698, comprised of 551,169,721 ordinary shares with a nominal value of $0.01 each, 100,000,000 preferred shares with a nominal value of $0.01 each and 40,000 ordinary A shares with a par value of €1.00 per share. In connection with the Merger, Tyco Ireland will also assume Tyco Switzerland’s existing obligations to deliver shares under our equity incentive plans and other similar employee awards pursuant to the terms thereof.

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As a matter of Irish company law, the directors of a company may issue new ordinary or preferred shares without shareholder approval once authorized to do so by the memorandum and articles of association of the company or by an ordinary resolution adopted by the shareholders at a general meeting. An ordinary resolution requires over 50% of the votes of a company’s shareholders cast at a general meeting. The authority conferred can be granted for a maximum period of five years, at which point it will lapse unless renewed by the shareholders of the company by an ordinary resolution. Accordingly, the articles of association of Tyco Ireland authorize the board of directors of Tyco Ireland to issue new ordinary or preferred shares without shareholder approval for a period of five years from the date of adoption of Tyco Ireland’s articles of association. The authority to issue preferred shares provides Tyco Ireland with the flexibility to consider and respond to future business needs and opportunities as they arise from time to time, including in connection with capital raising, financing and acquisition transactions or opportunities.

Under Tyco Ireland’s articles of association, the board of directors is authorized to issue the entire authorized preferred share capital of Tyco Ireland (i.e. up to a maximum of up to 100,000,000 preferred shares with a par value of $0.01 per share), including on a non- pre-emptive basis, with discretion as to the terms attaching to the preference shares, including as to voting, dividend and conversion rights and priority relative to other classes of shares with respect to dividends and upon a liquidation. The authority extends until five years from the date of the adoption of Tyco Ireland’s articles of association, at which time it will expire unless renewed by shareholder approval.

Notwithstanding this authority, under the Irish Takeover Rules the board of directors would not be permitted to issue any shares in Tyco Ireland, including the preference shares, during a period when an offer has been made for Tyco Ireland or is believed to be imminent unless the issue is (i) approved by shareholders at a general meeting; (ii) consented to by the Irish Takeover Panel on the basis it would not constitute action frustrating the offer; (iii) consented to by the Irish Takeover Panel and approved by the holders of more than 50% of the voting rights in Tyco Ireland; (iv) consented to by the Irish Takeover Panel in circumstances where a contract for the issue of the shares had been entered into prior to that period; or (v) consented to by the Irish Takeover Panel in circumstances where the issue of the shares was decided by the directors of Tyco Ireland prior to that period and either action has been taken to implement the issuance (whether in part or in full) prior to such period or the issuance was otherwise in the ordinary course of business.

While Tyco Ireland does not have any current specific plans, arrangements or understandings, written or oral, to issue any preferred shares for any purpose, we are continually evaluating our financial position and analyzing the possible benefits of issuing additional debt securities, equity securities, convertible securities or a combination thereof in connection with, among other things: (i) repaying indebtedness; (ii) furthering our capital management strategy, including our common stock dividend and share repurchase programs; (iii) financing acquisitions; or (iv) strengthening our balance sheet. The availability of preferred shares would give Tyco Ireland flexibility to respond to future capital raising, financing and acquisition needs and opportunities without the delay and expense associated with holding a special general meeting of shareholders to obtain further shareholder approval.

The board of directors represents that, it will not, without prior shareholder approval, approve the issuance or use of any of the preferred shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan. Within these limits, the board of directors may approve the issuance or use of preferred shares for capital raising, financing or acquisition needs or opportunities that has the effect of making a takeover of Tyco Ireland or other acquisition transaction more difficult or costly, as could also be the case if the board of directors were to issue additional ordinary shares.

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The authorized but unissued share capital may be increased or reduced by way of an ordinary resolution of Tyco Ireland’s shareholders. The shares comprising the authorized share capital of Tyco Ireland may be divided into shares of such par value as the resolution shall prescribe.

The rights and restrictions to which the ordinary shares will be subject will be prescribed in Tyco Ireland’s memorandum and articles of association. Tyco Ireland’s articles of association entitle the board of directors, without shareholder approval, to determine the terms of the preferred shares issued by Tyco Ireland. Preferred shares may be preferred as to dividends, rights on a winding up or voting in such manner as the directors of Tyco Ireland may resolve. The preferred shares may also be redeemable at the option of the holder of the preferred shares or at the option of Tyco Ireland, and may be convertible into or exchangeable for shares of any other class or classes of Tyco Ireland, depending on the terms of such preferred shares.

Irish law does not recognize fractional shares held of record; accordingly, Tyco Ireland’s articles of association do not provide for the issuance of fractional shares of Tyco Ireland, and the official Irish register of Tyco Ireland will not reflect any fractional shares.

Dividends

Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves, broadly, means the accumulated realized profits of Tyco Ireland less accumulated realized losses of Tyco Ireland. In addition, no distribution or dividend may be made unless the net assets of Tyco Ireland are equal to, or in excess of, the aggregate of Tyco Ireland’s called up share capital plus undistributable reserves and the distribution does not reduce Tyco Ireland’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which Tyco Ireland’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Tyco Ireland’s accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.

The determination as to whether or not Tyco Ireland has sufficient distributable reserves to fund a dividend must be made by reference to “relevant accounts” of Tyco Ireland. The “relevant accounts” will be either the last set of unconsolidated annual audited financial statements or unaudited financial statements prepared in accordance with the Irish Companies Acts, which give a “true and fair view” of Tyco Ireland’s unconsolidated financial position and accord with accepted accounting practice. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland).

Although Tyco Ireland will not have any distributable reserves immediately following the effective time, we are taking steps to create such distributable reserves by applying to the Irish High Court of a capital reduction. See “Risk Factors” and “Proposal to Create Distributable Reserves of Tyco Ireland.” The capital reduction is not a prerequisite for Tyco Ireland to be able to satisfy the obligation to pay the installments of the proposed 2014-2015 dividend obligations that remain unpaid at the time of the Merger in respect of Tyco shares issued at the time of the Merger, all such payments being liabilities of Tyco Switzerland.

The mechanism as to who declares a dividend and when a dividend shall become payable is governed by the articles of association of Tyco Ireland. Tyco Ireland’s articles of association authorize the directors to declare such dividends as appear justified from the profits of Tyco Ireland without the approval of the shareholders at a general meeting. The board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct that the payment be made by distribution of assets, shares or cash, no dividend issued may exceed the amount recommended by the directors. The dividends can be declared and paid in the form of cash or non-cash assets.

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The directors of Tyco Ireland may deduct from any dividend payable to any member all sums of money (if any) payable by him to Tyco Ireland in relation to the shares of Tyco Ireland.

The directors of Tyco Ireland are also entitled to issue shares with preferred rights to participate in dividends declared by Tyco Ireland. The holders of such preferred shares may, depending on their terms, be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to ordinary shareholders.

For information about the Irish tax issues relating to dividend payments, see “Material Tax Considerations—Irish Tax Considerations.”

Preemptive Rights and Advance Subscription Rights

Certain statutory pre-emption rights apply automatically in favor of Tyco Ireland’s shareholders where shares in Tyco Ireland are to be issued for cash. However, Tyco Ireland has opted out of these pre-emption rights in its articles of association as permitted under Irish company law for the maximum five year period. Because Irish law requires that this opt-out will lapse unless renewed every five years by a special resolution of the shareholders, Tyco Ireland’s articles of association provide that this opt-out will lapse at the end of this period. A special resolution requires not less than 75% of the votes of Tyco Ireland’s shareholders cast at a general meeting. If the opt-out is not renewed, shares issued for cash must be offered to pre-existing shareholders of Tyco Ireland pro rata to their existing shareholding before the shares can be issued to any new shareholders. The statutory pre-emption rights do not apply where shares are issued for non-cash consideration or in respect of certain employee share plans or as bonus shares.

Issuance of Warrants and Options

The articles of association of Tyco Ireland provide that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which Tyco Ireland is subject, the board is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the board deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as the board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The Irish Companies Acts provide that directors may issue share warrants or options without shareholder approval once authorized to do so by the articles of association or an ordinary resolution of shareholders. The authority conferred can be for a maximum period of five years, at which point it will lapse unless renewed by the shareholders of the company by ordinary resolution. Because of this requirement of Irish law, the articles of association of Tyco Ireland authorize the board of directors to issue warrants or options without shareholder approval for a period of five years from the date of adoption of Tyco Ireland’s articles of association. The board may issue shares upon exercise of warrants or options without shareholder approval or authorization provided that the original warrants or options were issued when valid authorization was in place.

Share Repurchases and Redemptions

OVERVIEW

Article 3 of Tyco Ireland’s articles of association provides that any ordinary share which Tyco Ireland has acquired or agreed to acquire shall be deemed to be a redeemable share. Accordingly, for Irish company law purposes, the repurchase of ordinary shares by Tyco Ireland will technically be effected as a redemption of those shares as described below under “—Share Repurchases and Redemptions—Repurchases and Redemptions by Tyco Ireland.” If the articles of association of Tyco Ireland did not

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contain Article 3(d), repurchases by Tyco Ireland would be subject to many of the same rules that apply to purchases of Tyco Ireland ordinary shares by subsidiaries described below under “—Share Repurchases and Redemptions—Purchases by Subsidiaries of Tyco Ireland,” including the shareholder approval requirements described below and the requirement that any on-market purchases be effected on a “recognized stock exchange.” Except where otherwise noted, when we refer elsewhere in this proxy statement/prospectus to repurchasing or buying back ordinary shares of Tyco Ireland, we are referring to the redemption of ordinary shares by Tyco Ireland pursuant to Article 3(d) of the articles of association or the purchase of ordinary shares of Tyco Ireland by a subsidiary of Tyco Ireland, in each case in accordance with the Tyco Ireland Articles and Irish company law as described below.

REPURCHASES AND REDEMPTIONS BY TYCO IRELAND

Under Irish law, a company can issue redeemable shares and redeem them out of distributable reserves (which are described above under “—Dividends”) or the proceeds of a new issue of shares for that purpose. Although Tyco Ireland will not have any distributable reserves immediately following the effective time, we are taking steps to create such distributable reserves. See “Risk Factors” and “Proposal to Create Distributable Reserves of Tyco Ireland.” The issue of redeemable shares may only be made by Tyco Ireland where the nominal value of the issued share capital that is not redeemable is not less than 10% of the nominal value of the total issued share capital of Tyco Ireland. All redeemable shares must also be fully paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be cancelled or held in treasury. Shareholder approval will not be required to redeem Tyco Ireland ordinary shares. The board of directors of Tyco Ireland will also be entitled to issue preferred shares which may be redeemed at the option of either Tyco Ireland or the shareholder, depending on the terms of such preferred shares. See “—Capital Structure—Authorized Share Capital” above for additional information on redeemable shares.

Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by Tyco Ireland at any time must not exceed 10% of the nominal value of the issued share capital of Tyco Ireland. While Tyco Ireland holds shares as treasury shares, it cannot exercise any voting rights in respect of those shares. Treasury shares may be cancelled by Tyco Ireland or re-issued subject to certain conditions.

PURCHASES BY SUBSIDIARIES OF TYCO IRELAND

Under Irish law, it may be permissible for an Irish or non-Irish subsidiary to purchase shares of Tyco Ireland either on-market or off-market. A general authority of the shareholders of Tyco Ireland is required to allow a subsidiary of Tyco Ireland to make on-market purchases of Tyco Ireland ordinary shares; however, as long as this general authority has been granted, no specific shareholder authority for a particular on-market purchase by a subsidiary of Tyco Ireland ordinary shares is required. Such an authority will be adopted by Tyco Ireland’s shareholders (i.e., Tyco Switzerland’s current nominee shareholders) prior to the Merger. We expect that Tyco Ireland will seek such general authority, which must expire no later than 18 months after the date on which it was granted, at the first Annual General Meeting of Tyco Ireland in 2015 and at subsequent annual general meetings. In order for a subsidiary of Tyco Ireland to make an on-market purchase of Tyco Ireland’s shares, such shares must be purchased on a “recognized stock exchange.” The NYSE, on which the shares of Tyco Ireland will be listed following the Merger, is a recognized stock exchange for this purpose by Irish company law. For an off-market purchase by a subsidiary of Tyco Ireland, the proposed purchase contract must be authorized by special resolution of the shareholders of Tyco Ireland before the contract is entered into. The person whose shares are to be bought back cannot vote in favor of the special resolution and, for at least 21 days prior to the special resolution, the purchase contract must be on display or must be available for inspection by shareholders at the registered office of Tyco Ireland.

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The number of shares held by the subsidiaries of Tyco Ireland at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of the issued share capital of Tyco Ireland. While a subsidiary holds shares of Tyco Ireland, it cannot exercise any voting rights in respect of those shares. The acquisition of the shares of Tyco Ireland by a subsidiary must be funded out of distributable reserves of the subsidiary.

EXISTING SHARE REPURCHASE PROGRAM

As of April 30, 2014, the Board had authorized Tyco Switzerland to repurchase up to $2.0 billion of its common shares. If the Merger Agreement Proposal is approved and the Merger is consummated, Tyco Ireland will be authorized to repurchase its ordinary shares up to an aggregate amount equaling the difference between $2.0 billion and the aggregate amount of share repurchases conducted by Tyco Switzerland prior to the consummation of the Merger, with no expiration date for such authorization.

Prior to the consummation of the Merger, we expect (a) the board of directors of Tyco Ireland to authorize the repurchase of Tyco Ireland ordinary shares by Tyco Ireland and (b) Tyco Switzerland and its nominee shareholders of Tyco Ireland, as the shareholders of Tyco Ireland, to pass a resolution to authorize the purchase of Tyco Ireland ordinary shares by subsidiaries of Tyco Ireland (this latter authorization will lapse on the date of the 2015 annual general meeting at which time we expect that we would seek shareholder approval to renew this authorization), such that Tyco Ireland and its subsidiaries will be authorized to purchase shares in an aggregate amount approximately equal to the then remaining authorization under the existing Tyco Switzerland share repurchase program. While these authorizations are expected to be in place at the time of the Merger, Tyco Ireland will not have any distributable reserves until either the capital reduction has been approved by the Irish High Court or it has generated sufficient retained earnings post-merger to fund the repurchases and will therefore not be in a position to continue the existing share repurchase program until sufficient distributable reserves have been created.

BONUS SHARES

Under Tyco Ireland’s articles of association, the board may resolve to capitalize any amount credited to any reserve or fund available for distribution or the share premium account or other undistributable reserve of Tyco Ireland for issuance and distribution to shareholders as fully paid up bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.

Consolidation and Division; Subdivision

Under its articles of association, Tyco Ireland may by ordinary resolution consolidate and divide all or any of its share capital into shares of larger par value than its existing shares or subdivide its shares into smaller amounts than is fixed by its articles of association.

Reduction of Share Capital

Tyco Ireland may, by ordinary resolution, reduce its authorized share capital in any way. Tyco Ireland also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital in any way.

General Meetings of Shareholders

Tyco Ireland will be required to hold an annual general meeting within eighteen months of incorporation and at intervals of no more than fifteen months thereafter, provided that an annual general meeting is held in each calendar year following the first annual general meeting, no more than nine months after Tyco Ireland’s fiscal year-end. The first annual general meeting of Tyco Ireland may

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be held outside Ireland. Thereafter, any Annual General Meeting may be held outside Ireland if a resolution so authorizing has been passed at the preceding annual general meeting. Because of the fifteen-month requirement described in this paragraph, Tyco Ireland’s articles of association include a provision reflecting this requirement of Irish law.

Extraordinary general meetings of Tyco Ireland may be convened by (i) the board of directors, (ii) on requisition of the shareholders holding not less than 10% of the paid up share capital of Tyco Ireland carrying voting rights or (iii) on requisition of Tyco Ireland’s auditors. Extraordinary general meetings are generally held for the purposes of approving shareholder resolutions of Tyco Ireland as may be required from time to time.

Notice of a general meeting must be given to all shareholders of Tyco Ireland and to the auditors of Tyco Ireland. The articles of association of Tyco Ireland provide that the maximum notice period is 60 days. The minimum notice periods are 21 days’ notice in writing for an annual general meeting or an extraordinary general meeting to approve a special resolution and 14 days’ notice in writing for any other extraordinary general meeting. General meetings may be called by shorter notice, but only with the consent of the auditors of Tyco Ireland and all of the shareholders entitled to attend and vote thereat. Because of the 21-day and 14-day requirements described in this paragraph, Tyco Ireland’s articles of association include provisions reflecting these requirements of Irish law.

In the case of an extraordinary general meeting convened by shareholders of Tyco Ireland, the proposed purpose of the meeting must be set out in the requisition notice. The requisition notice can contain any resolution. Upon receipt of this requisition notice, the board of directors has 21 days to convene a meeting of Tyco Ireland’s shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If the board of directors does not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of the receipt of the requisition notice.

The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are the presentation of the annual accounts, balance sheet and reports of the directors and auditors, the appointment of auditors and the fixing of the auditor’s remuneration (or delegation of same). If no resolution is made in respect of the reappointment of an auditor at an annual general meeting, the previous auditor will be deemed to have continued in office. Directors are elected by the affirmative vote of a majority of the votes cast by shareholders at an annual general meeting and, pursuant to the articles of association, serve for one-year terms. Any nominee for director who does not receive a majority of the votes cast is not elected to the board. However, because Irish law requires a minimum of two directors at all times, in the event that an election results in no directors being elected, each of the two nominees receiving the greatest number of votes in favor of his or her election shall hold office until his or her successor shall be elected. In the event that an election results in only one director being elected, that director shall be elected and shall serve for a one-year term, and the nominee receiving the greatest number of votes in favor of their election shall hold office until his or her successor shall be elected.

If the directors become aware that the net assets of Tyco Ireland are half or less of the amount of Tyco Ireland’s called-up share capital, the directors of Tyco Ireland must convene an extraordinary general meeting of Tyco Ireland’s shareholders not later than 28 days from the date that they learn of this fact. This meeting must be convened for the purposes of considering whether any, and if so what, measures should be taken to address the situation.

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Voting

GENERAL

Where a poll is demanded at a general meeting, every shareholder shall have one vote for each ordinary share that he or she holds as of the record date for the meeting. Voting rights on a poll may be exercised by shareholders registered in Tyco Ireland’s share register as of the record date for the meeting or by a duly appointed proxy of such a registered shareholder, which proxy need not be a shareholder. Where interests in shares are held by a nominee trust company this company may exercise the rights of the beneficial holders on their behalf as their proxy. All proxies must be appointed in the manner prescribed by Tyco Ireland’s articles of association. The articles of association of Tyco Ireland permit the appointment of proxies by the shareholders to be notified to Tyco Ireland electronically, when permitted by the directors.

Tyco Ireland’s articles of association provide that all resolutions shall be decided by a show of hands unless a poll is demanded by the chairman, by at least three shareholders as of the record date for the meeting or by any shareholder or shareholders holding not less than 10% of the total voting rights of Tyco Ireland as of the record date for the meeting. Each Tyco Ireland shareholder of record as of the record date for the meeting has one vote at a general meeting on a show of hands.

In accordance with the articles of association of Tyco Ireland, the directors of Tyco Ireland may from time to time cause Tyco Ireland to issue preferred shares. These preferred shares may have such voting rights as may be specified in the terms of such preferred shares (e.g., they may carry more votes per share than ordinary shares or may entitle their holders to a class vote on such matters as may be specified in the terms of the preferred shares).

Treasury shares will not be entitled to vote at general meetings of shareholders.

SUPERMAJORITY VOTING

Irish company law requires “special resolutions” of the shareholders at a general meeting to approve certain matters. A special resolution requires not less than 75% of the votes cast of Tyco Ireland’s shareholders at a general meeting. This may be contrasted with “ordinary resolutions,” which require a simple majority of the votes of Tyco Ireland’s shareholders cast at a general meeting. Examples of matters requiring special resolutions include:

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A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of: (1) 75% of the voting shareholders by value; and (2) 50% in number of the voting shareholders, at a meeting called to approve the scheme.

Variation of Class Rights Attaching to Shares

Variation of all or any special rights attached to any class of shares of Tyco Ireland is addressed in the articles of association of Tyco Ireland as well as the Irish Companies Acts. Any variation of class rights attaching to the issued shares of Tyco Ireland must be approved by a special resolution of the shareholders of the class affected.

Quorum for General Meetings

The presence, in person or by proxy, of the holders of Tyco Ireland ordinary shares outstanding which entitle the holders to a majority of the voting power of Tyco Ireland constitutes a quorum for the conduct of business. No business may take place at a general meeting of Tyco Ireland if a quorum is not present in person or by proxy. The board of directors has no authority to waive quorum requirements stipulated in the articles of association of Tyco Ireland. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum in respect of the proposals.

Inspection of Books and Records

Under Irish law, shareholders have the right to: (1) receive a copy of the memorandum and memorandum and articles of association of Tyco Ireland and any act of the Irish Government which alters the memorandum of association of Tyco Ireland; (2) inspect and obtain copies of the minutes of general meetings and resolutions of Tyco Ireland; (3) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by Tyco Ireland; (4) receive copies of balance sheets and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (5) receive balance sheets of a subsidiary company of Tyco Ireland which have previously been sent to shareholders prior to an annual general meeting for the preceding ten years. The auditors of Tyco Ireland will also have the right to inspect all books, records and vouchers of Tyco Ireland. The auditors’ report must be circulated to the shareholders with Tyco Ireland’s audited financial statements 21 days before the annual general meeting and must be read to the shareholders at Tyco Ireland’s annual general meeting.

Acquisitions and Appraisal Rights

There are a number of mechanisms for acquiring an Irish public limited company, including:

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Under Irish law, there is no requirement for a company’s shareholders to approve a sale, lease or exchange of all or substantially all of a company’s property and assets. However, Tyco Ireland’s articles of association provide that the affirmative vote of the holders of a majority of the outstanding voting shares on the relevant record date is required to approve a sale, lease or exchange of all or substantially all of its property or assets.

Disclosure of Interests in Shares

Under the Irish Companies Acts, there is a notification requirement for shareholders who acquire or cease to be interested in 5% of the shares of an Irish public limited company. A shareholder of Tyco Ireland must therefore make such a notification to Tyco Ireland if as a result of a transaction the shareholder will be interested in 5% or more of the shares of Tyco Ireland; or if as a result of a transaction a shareholder who was interested in more than 5% of the shares of Tyco Ireland ceases to be so interested. Where a shareholder is interested in more than 5% of the shares of Tyco Ireland, any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction, must be notified to Tyco Ireland. The relevant percentage figure is calculated by reference to the aggregate par value of the shares in which the shareholder is interested as a proportion of the entire par value of Tyco Ireland’s share capital. Where the percentage level of the shareholder’s interest does not amount to a whole percentage this figure may be rounded down to the next whole number. All such disclosures should be notified to Tyco Ireland within 5 business days of the transaction or alteration of the shareholder’s interests that gave rise to the requirement to notify. Where a person fails to comply with the notification requirements described above no right or interest of any kind whatsoever in respect of any shares in Tyco Ireland concerned, held by such person, shall be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the court to have the rights attaching to the shares concerned reinstated.

In addition to the above disclosure requirement, Tyco Ireland, under the Irish Companies Acts, may by notice in writing require a person whom Tyco Ireland knows or has reasonable cause to believe to be, or at any time during the three years immediately preceding the date on which such notice is issued, to have been interested in shares comprised in Tyco Ireland’s relevant share capital to: (a) indicate whether or not it is the case, and (b) where such person holds or has during that time held an interest in the shares of Tyco Ireland, to give such further information as may be required by Tyco Ireland including particulars of such person’s own past or present interests in shares of Tyco Ireland. Any information given in response to the notice is required to be given in writing within such reasonable time as may be specified in the notice.

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Where such a notice is served by Tyco Ireland on a person who is or was interested in shares of Tyco Ireland and that person fails to give Tyco Ireland any information required within the reasonable time specified, Tyco Ireland may apply to court for an order directing that the affected shares be subject to certain restrictions.

Under the Irish Companies Acts, the restrictions that may be placed on the shares by the court are as follows:

Where the shares in Tyco Ireland are subject to these restrictions, the court may order the shares to be sold and may also direct that the shares shall cease to be subject to these restrictions.

Anti-Takeover Provisions

BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS

Tyco Ireland’s articles of association include a provision similar to Section 203 of the Delaware General Corporation Law, which generally prohibits Tyco Ireland from engaging in a business combination with an interested shareholder for a period of three years following the date the person became an interested shareholder, unless, in general:

A “business combination” is generally defined as a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested shareholder. An “interested shareholder” is generally defined as a person who, together with affiliates and associates, owns or, within three years prior to the date in question, owned 15% or more of the outstanding voting shares of Tyco Ireland.

SHAREHOLDER RIGHTS PLANS AND SHARE ISSUANCES

Irish law does not expressly prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure. However, there is no directly relevant case law

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on the validity of such plans under Irish law, and shareholder approval may be required under Irish law to implement such a plan. In addition, such a plan would be subject to the Irish Takeover Rules described below.

Subject to the Irish Takeover Rules described below, the board also has power to issue any authorized and unissued shares of Tyco Ireland on such terms and conditions as it may determine (as described above under “—Capital Structure—Authorized Share Capital”) and any such action should be taken in the best interests of Tyco Ireland. It is possible, however, that the terms and conditions of any issue of preferred shares could discourage a takeover or other transaction that holders of some or a majority of the ordinary shares believe to be in their best interests or in which holders might receive a premium for their shares over the then market price of the shares. The board of directors represents that, it will not, without prior shareholder approval, approve the issuance or use of any of the preferred shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan. Within these limits, the board of directors may approve the issuance or use of preferred shares for capital raising, financing or acquisition needs or opportunities that has the effect of making a takeover of Tyco Ireland or other acquisition transaction more difficult or costly, as could also be the case if the board of directors were to issue additional ordinary shares.

IRISH TAKEOVER RULES AND SUBSTANTIAL ACQUISITION RULES

A transaction by virtue of which a third party is seeking to acquire 30% or more of the voting rights of Tyco Ireland will be governed by the Irish Takeover Panel Act 1997 and the Irish Takeover Rules made thereunder and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below.

General Principles

The Irish Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Irish Takeover Panel:

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Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

A voluntary offer is an offer that is not a mandatory offer. If a bidder or any of its concert parties acquire ordinary shares of Tyco Ireland within the period of three months prior to the commencement of the offer period, the offer price must be not less than the highest price paid for Tyco Ireland ordinary shares by the bidder or its concert parties during that period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, having regard to the General Principles, believes it is appropriate to do so.

If the bidder or any of its concert parties has acquired ordinary shares of Tyco Ireland (i) during the period of 12 months prior to the commencement of the offer period which represent more than 10% of the total ordinary shares of Tyco Ireland or (ii) at any time after the commencement of the offer period, the offer shall be in cash (or accompanied by a full cash alternative) and the price per Tyco Ireland ordinary share shall be not less than the highest price paid by the bidder or its concert parties during, in the case of (i), the period of 12 months prior to the commencement of the offer period and, in the case of (ii), the offer period. The Irish Takeover Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total ordinary shares of Tyco Ireland in the 12-month period prior to the commencement of the offer period if the Panel, having regard to the General Principles, considers it just and proper to do so.

An offer period will generally commence from the date of the first announcement of the offer or proposed offer.

Substantial Acquisition Rules

The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of Tyco Ireland. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of Tyco Ireland is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of Tyco Ireland and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

Frustrating Action

Under the Irish Takeover Rules, the board of directors of Tyco Ireland is not permitted to take any action which might frustrate an offer for the shares of Tyco Ireland once the board of directors has received an approach which may lead to an offer or has reason to believe an offer is imminent except as noted below. Potentially frustrating actions such as (i) the issue of shares, options or convertible securities, (ii) material disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any time during which the board has reason to believe an offer is imminent. Exceptions to this prohibition are available where:

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For other provisions that could be considered to have an anti-takeover effect, see “—Preemptive Rights and Advance Subscription Rights,” “—Issuance of Warrants and Options” and “—Disclosure of Interests in Shares,” in addition to “—Corporate Governance,” “Comparison of Rights of Shareholders—Election of Directors,” “Comparison of Rights of Shareholders—Board Vacancies,” “Comparison of Rights of Shareholders—Resignation, Removal and Disqualification of Directors,” “Comparison of Rights of Shareholders—Shareholder Action by Written Consent” and “Comparison of Rights of Shareholders—Amendment to Articles of Association” below.

Corporate Governance

The articles of association of Tyco Ireland delegate the day-to-day management of Tyco Ireland to the board of directors. The board of directors may then delegate management of Tyco Ireland to committees, executives or to a management team, but regardless, the directors will remain responsible, as a matter of Irish law, for the proper management of the affairs of Tyco Ireland. It is the intention of Tyco Ireland to replicate the existing committees that are currently in place for Tyco Switzerland which include a Compensation Committee, a Nominating and Governance Committee and an Audit Committee. It also is the intention of Tyco Ireland to adopt Tyco Switzerland’s current corporate governance guidelines.

Following the Merger, our corporate governance guidelines and general approach to corporate governance as reflected in Tyco Ireland’s memorandum and articles of association and our internal policies and procedures will be guided by U.S. practice and applicable federal securities laws and regulations and NYSE requirements. Although Tyco Ireland is an Irish public limited company, Tyco Ireland will not be subject to the listing rules of the Irish Stock Exchange or the listing rules of the U.K. Listing Authority and Tyco Ireland is therefore not subject to, nor will Tyco Ireland adopt, the U.K. Corporate Governance Code or any other non-statutory Irish or U.K. governance standards or guidelines. While there are many similarities and overlaps between the U.S. corporate governance standards applied by us and the U.K. Corporate Governance Code and other Irish/U.K. governance standards or guidelines, there are differences, in particular relating to the extent of the authorization to issue share capital and effect share repurchases that may be granted to the board and the criteria for determining the independence of directors.

Duration; Dissolution; Rights upon Liquidation

Tyco Ireland’s duration will be unlimited. Tyco Ireland may be dissolved at any time by way of either a shareholders’ voluntary winding up or a creditors’ voluntary winding up. In the case of a shareholders’ voluntary winding up, the consent of not less than 75% of the shareholders of Tyco Ireland is required. Tyco Ireland may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure where Tyco Ireland has failed to file certain returns.

The rights of the shareholders to a return of Tyco Ireland’s assets on dissolution or winding up, following the settlement of all claims of creditors, may be prescribed in Tyco Ireland’s memorandum and articles of association or the terms of any preferred shares issued by the directors of Tyco Ireland from time to time. The holders of preferred shares in particular may have the right to priority in a dissolution or winding up of Tyco Ireland. If the articles of association contain no specific provisions in respect of a dissolution or winding up then, subject to the priorities of any creditors, the assets will be

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distributed to shareholders in proportion to the paid-up par value of the shares held. Tyco Ireland’s articles of association provide that the ordinary shareholders of Tyco Ireland are entitled to participate pro rata in a winding up, but their right to do so may be subject to the rights of any preferred shareholders to participate under the terms of any series or class of preferred shares.

Stock Exchange Listing

We expect that, immediately following the effective time, the Tyco Ireland ordinary shares will be listed on the NYSE under the symbol “TYC,” the same symbol under which your shares are currently listed. We do not plan to be listed on the Irish Stock Exchange at the present time.

Uncertificated Shares

Holders of ordinary shares of Tyco Ireland will not have the right to require Tyco Ireland to issue certificates for their shares. Tyco Ireland will only issue uncertificated ordinary shares.

Transfer and Registration of Shares

Tyco Ireland’s share register will be maintained by its transfer agent. Registration in this share register will be determinative of membership in Tyco Ireland. A shareholder of Tyco Ireland who holds shares beneficially will not be the holder of record of such shares. Instead, the depository (for example, Cede & Co., as nominee for DTC) or other nominee will be the holder of record of such shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through the same depository or other nominee will not be registered in Tyco Ireland’s official share register, as the depository or other nominee will remain the record holder of such shares.

A written instrument of transfer is required under Irish law in order to register on Tyco Ireland’s official share register any transfer of shares (i) from a person who holds such shares directly to any other person, (ii) from a person who holds such shares beneficially to a person who holds such shares directly, or (iii) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer also is required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on Tyco Ireland’s official Irish share register.

We currently intend to pay, or cause one of our affiliates to pay, stamp duty in connection with share transfers made in the ordinary course of trading by a seller who holds shares directly to a buyer who holds the acquired shares beneficially. In other cases Tyco Ireland may, in its absolute discretion, pay or cause one of its affiliates to pay any stamp duty. Tyco Ireland’s articles of association as they will be in effect after the Merger provide that, in the event of any such payment, Tyco Ireland shall be entitled to (i) seek reimbursement from the buyer, (ii) set-off the amount of the stamp duty against future dividends on such shares, and (iii) claim a first and permanent lien on the Tyco Ireland ordinary shares acquired by such buyer and any dividends paid on such shares. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Tyco Ireland ordinary shares has been paid unless one or both of such parties is otherwise notified by Tyco Ireland.

Tyco Ireland’s articles of association as they will be in effect after the Merger delegate to Tyco Ireland’s Secretary (or his or her nominee) the authority to execute an instrument of transfer on behalf of a transferring party. In order to help ensure that the official share register is regularly updated to reflect trading of Tyco Ireland ordinary shares occurring through normal electronic systems, we intend

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to regularly produce any required instruments of transfer in connection with any transactions for which we pay stamp duty (subject to the reimbursement and set-off rights described above). In the event that we notify one or both of the parties to a share transfer that we believe stamp duty is required to be paid in connection with such transfer and that we will not pay such stamp duty, such parties may either themselves arrange for the execution of the required instrument of transfer (and may request a form of instrument of transfer from Tyco Ireland for this purpose) or request that Tyco Ireland execute an instrument of transfer on behalf of the transferring party in a form determined by Tyco Ireland. In either event, if the parties to the share transfer have the instrument of transfer duly stamped (to the extent required) and then provide it to Tyco Ireland’s transfer agent, the transferee will be registered as the legal owner of the relevant shares on Tyco Ireland’s official Irish share register (subject to the matters described below).

The directors of Tyco Ireland have general discretion to decline to register an instrument of transfer unless the transfer is in respect of one class of share only.

The registration of transfers may be suspended by the directors at such times and for such period, not exceeding in the whole 30 days in each year, as the directors may from time to time determine.

Legal Name; Formation; Fiscal Year; Registered Office

The legal and commercial name of the newly formed Irish company is Tyco International public limited company. Tyco Ireland was incorporated in Ireland as a public limited company on May 9, 2014 with company registration number 543654. Tyco Ireland’s fiscal year ends on the last Friday in September and Tyco Ireland’s registered address is Melbourn Road, Bishopstown, County Cork, Ireland.

No Sinking Fund

The shares have no sinking fund provisions.

No Liability for Further Calls or Assessments

The Tyco Ireland ordinary shares to be issued in exchange for Tyco Switzerland common shares in the Merger will be duly and validly issued and fully paid.

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COMPARISON OF RIGHTS OF SHAREHOLDERS

Your current rights as a shareholder are governed by Swiss law and Tyco Switzerland’s articles of association. After the Merger, your rights will be governed by Irish law and Tyco Ireland’s memorandum and articles of association.

Many of the principal attributes of Tyco Switzerland’s common shares and Tyco Ireland’s ordinary shares will be similar. However, if the Merger is consummated, your future rights under Irish corporate law as a holder of ordinary shares of Tyco Ireland will differ from your current rights under Swiss corporate law as a holder of common shares of Tyco Switzerland. In addition, Tyco Ireland’s proposed memorandum and articles of association differ in some respects from Tyco Switzerland’s articles of association and organizational regulations. The following discussion is a summary of material changes to your rights resulting from the Merger.

This summary is not complete and does not cover all of the differences between Irish law and Swiss law affecting companies and their shareholders or all the differences between our Swiss articles of association and organizational regulations and our proposed Irish memorandum and articles of association. We believe this summary is complete and accurate in all material respects. It is, however, subject to the complete text of the relevant provisions of the Irish Companies Acts 1963 - 2012, Tyco Ireland’s memorandum and articles of association, Tyco Switzerland’s articles of association and organizational regulations and the Swiss Code of Obligations, in particular articles 620 through 763 of the Swiss Code of Obligations and the Swiss Merger Act. We encourage you to read those laws and documents. Tyco Ireland’s proposed memorandum and articles of association are attached to this proxy statement/prospectus as Annex B. For information as to how you can obtain our Swiss articles of association and organizational regulation, see “Where You Can Find More Information.”

In the discussion below, we refer to Tyco International Ltd. as currently constituted under the laws of Switzerland and its current Swiss articles of association and organizational regulations as “Tyco Switzerland” and as proposed to be constituted under Irish law and the proposed Irish memorandum and articles of association as “Tyco Ireland.”

Authorized and Issued Shares

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Number of Directors

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