DUBLIN, Ireland--(BUSINESS WIRE)--Aug. 26, 2014--
In accordance with Rule 2.10 of the Irish Takeover Rules, Covidien plc
(NYSE: COV) (the “Company”) confirms that, as of the close of
business on August 25, 2014, the Company’s issued share capital,
excluding treasury shares, consisted of 451,825,023 ordinary shares, par
value US$0.20 per share (the “Ordinary Shares”). The
International Securities Identification Number (ISIN) of the Ordinary
Shares is IE00B68SQD29.
The Company confirms that, as of the close of business on August 25,
2014, there were outstanding 1,641,995 restricted share units (the “Restricted
Share Units”) and 13,391,399 options to purchase Ordinary Shares
(the “Share Options”) granted by the Company. Upon vesting, each
Restricted Share Unit entitles the holder to receive one Ordinary Share
and each Share Option entitles the holder to purchase one Ordinary Share
at the applicable exercise price.
The Company also confirms that, as of the close of business on August
25, 2014, there were outstanding performance share units (the “Performance
Share Units”) entitling holders to receive up to a maximum of
2,210,642 Ordinary Shares upon vesting, assuming satisfaction of the
applicable performance criteria at maximum performance.
About Covidien
Covidien is a global health care leader that understands the challenges
faced by providers and their patients and works to address them with
innovative medical technology solutions and patient care
products. Inspired by patients and caregivers, Covidien’s team of
dedicated professionals is privileged to help save and improve lives
around the world. With more than 38,000 employees, Covidien operates in
150-plus countries and had 2013 revenue of $10.2 billion. To learn more
about our business visit www.covidien.com
or connect with us on Twitter.
The number of Ordinary Shares capable of being issued in respect of the
Restricted Share Units and Performance Share Units described in this
announcement includes the Ordinary Shares capable of being issued upon
the vesting of the applicable dividend equivalent units attaching to the
respective Restricted Share Units and Performance Share Units.
A person interested in 1% or more of any relevant securities in the
Company may have disclosure obligations under Rule 8.3 of the Irish
Takeover Rules. This requirement will continue until the offer period
ends.
The directors of the Company accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief
of the directors (who have taken all reasonable care to ensure that such
is the case) the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect
the import of such information.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
acquisition, the merger or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
New Medtronic will file with the Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 that will include the Joint
Proxy Statement of Medtronic and Covidien that also constitutes a
Prospectus of New Medtronic. Medtronic and Covidien plan to mail to
their respective shareholders the Joint Proxy Statement/Prospectus
(including the Scheme) in connection with the transactions. INVESTORS
AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING THE SCHEME) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT MEDTRONIC, COVIDIEN, NEW MEDTRONIC,
THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders
will be able to obtain free copies of the Joint Proxy
Statement/Prospectus (including the Scheme) and other documents filed
with the SEC by New Medtronic, Medtronic and Covidien through the
website maintained by the SEC at www.sec.gov.
In addition, investors and shareholders will be able to obtain free
copies of the Joint Proxy Statement/Prospectus (including the Scheme)
and other documents filed by Medtronic and New Medtronic with the SEC by
contacting Medtronic Investor Relations at investor.relations@medtronic.com
or by calling 763-505-2696, and will be able to obtain free copies of
the Joint Proxy Statement/Prospectus (including the Scheme) and other
documents filed by Covidien by contacting Covidien Investor Relations at investor.relations@covidien.com
or by calling 508-452-4650.
PARTICIPANTS IN THE SOLICITATION
Medtronic, New Medtronic and Covidien and certain of their respective
directors and executive officers and employees may be considered
participants in the solicitation of proxies from the respective
shareholders of Medtronic and Covidien in respect of the transactions
contemplated by the Joint Proxy Statement/Prospectus. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the respective shareholders of
Medtronic and Covidien in connection with the proposed transactions,
including a description of their direct or indirect interests, by
security holdings or otherwise, will be set forth in the Joint Proxy
Statement/Prospectus when it is filed with the SEC. Information
regarding Medtronic’s directors and executive officers is contained in
Medtronic’s Annual Report on Form 10-K for the fiscal year ended April
26, 2013 and its Proxy Statement on Schedule 14A, dated July 12, 2013,
which are filed with the SEC. Information regarding Covidien’s directors
and executive officers is contained in Covidien’s Annual Report on Form
10-K for the fiscal year ended September 27, 2013 and its Proxy
Statement on Schedule 14A, dated January 24, 2014, which are filed with
the SEC.
Source: Covidien
Covidien
Peter Lucht, 508-452-4168
Vice President
External
Communications
peter.lucht@covidien.com
or
Coleman
Lannum, CFA, 508-452-4343
Vice President
Investor Relations
cole.lannum@covidien.com
or
Lisa
Clemence, 508-452-4375
Director
Corporate Communications
lisa.clemence@covidien.com
or
Todd
Carpenter, 508-452-4363
Senior Director
Investor Relations
todd.carpenter@covidien.com
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