valued at about $5 billion, creating a huge electronic security company with customers in North America and Europe, the companies announced yesterday.

Bermuda resident Michael DeGroote, through his Bermuda-registered holding company MGD Holdings Ltd., is a part-owner of Republic.

In addition to its security operations, Boca Raton, Florida-based ADT's auto auction centres and other automotive operations will aid Fort Lauderdale, Florida-based Republic's AutoNation USA subsidiary, the conglomerate's chairman, H. Wayne Huizenga, said in a joint statement.

The deal was the latest in a string of purchases by Republic and came only two days after it was announced an agreement had been signed for Republic to acquire Continental Waste Industries Inc. for $240 million in stock.

Under the deal approved by both companies' boards, ADT will become a wholly owned subsidiary of Republic, and ADT shareholders will receive about 0.93 share of Republic common stock for each share of ADT common stock.

The exchange ratio was based on a price of $26 per share of ADT common stock, the companies said. ADT was trading at $24.325, up $5.325, on the New York Stock Exchange in consolidated early afternoon trading yesterday.

Republic dropped $1 to $28.125 on Nasdaq.

"The combination of ADT with Republic will create the world's largest provider of electronic security services and strengthen our businesses at AutoNation USA,'' said Republic Chief Executive Huizenga, who started Blockbuster Entertainment and later sold it to Viacom Inc.

"On a combined basis, our security businesses will serve approximately 1.6 million customers in the United States, Canada, the United Kingdom and continental Europe,'' he said.

ADT already provides continuous monitoring of residential and commercial security systems for more than 1.4 million customers in North America and Europe, the companies said.

Mr. Huizenga said ADT's automotive unit has operations and management experience that will help Republic's business plan for AutoNation.

In addition to vehicle auction centers, ADT Automotive provides reconditioning services, title assistance, data management, vehicle remarketing, truck and equipment services and inventory management for leased and fleet vehicles.

ADT Chief Executive Michael Ashcroft will be a member of Republic's board of directors and will remain chairman and chief executive of ADT, the companies said.

Republic said it expects to issue about 130 million shares of its common stock at the closing of the transaction and reserve an additional 38 million shares for the exercise of ADT options and warrants.

ADT issued Republic a warrant to acquire 15 million shares of ADT common stock for $20 per share if the deal fails to go through for any reason. The merger must be approved by shareholders and regulatory agencies. -- Reuters