Western Resources has launched a lawsuit in Bermuda's Supreme Court challenging Tyco International Ltd.'s acquisition of ADT Ltd.

Western, ADT's largest shareholder, is seeking "appraisal rights'' on the Tyco-ADT deal.

ADT called the move "a red herring''. The lawsuit, filed by Westar Capital, Inc. a unit of Western Resources, seeks an order requiring Tyco's acquisition of Bermuda-registered ADT be structured to provide appraisal rights to ADT shareholders.

Western, also bidding for ADT, alleges the structure of Tyco's proposed acquisition of ADT denies Western and other ADT shareholders their valuable appraisal rights under section 106 of the Companies Act 1981.

"Appraisal rights, which give shareholders the right to be paid fair value for their shares in cash, are valuable in the context of the Tyco transaction because the value of that transaction depends on Tyco's stock price which has fluctuated considerably since the announcement of the merger agreement,'' Western said.

Since March 17, when Tyco agreed to buy ADT for $5.4 billion in stock topping Western's hostile bid for ADT by 25 percent, Tyco's shares have traded as high as $59.375 on March 20 and as low as $54.375 on April 2.

"We have not yet seen the fine print of Western's lawsuit. However, the claim, as described in Western's press release, is completely without merit,'' ADT chairman and CEO Michael Ashcroft said yesterday.

"Given Western's prior litigation tactics, we believe this lawsuit, like the others, is another red herring in a deliberate attempt to create confusion in the market and deflect attention away from the inadequacy of Western's offer for ADT.'' Mr. Ashcroft also said: "Over the past two years, Tyco's total return for shareholders has been more than eight times Western's total return for shareholders. Under the circumstances, one would think Western would be pleased with the superior value offered in the Tyco-ADT merger.

"Since Western apparently is unable to exceed the value of the Tyco-ADT merger, it is now asserting spurious legal arguments in an effort to interfere with the completion of the Tyco-ADT merger agreement at the expense of all remaining ADT shareholders. It will not work. Unlike Western's proposal, the Tyco-ADT merger is in ADT shareholders' best interests and we are determined to conclude it promptly.''