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Announcement under Irish Takeover Rules -- Results of Covidien plc's Shareholder Meetings

This Announcement is Being Made Solely to Comply with the Requirements of the Irish Takeover Rules. the Information Set out Herein Concerning the Results of Covidien plc's Shareholder Meetings on January 6, 2015 Will Also Be Set out in Covidien plc’s Form 8-K to Be Filed on January 6, 2015

DUBLIN, Ireland--(BUSINESS WIRE)--Jan. 6, 2015-- On January 6, 2015, Covidien plc, a public limited company organized under the laws of Ireland, held a special court-ordered meeting of shareholders and an extraordinary general meeting of shareholders, in each case relating to the pending acquisition of Covidien by Medtronic, Inc., through Medtronic Holdings Limited, a new holding company incorporated in Ireland that will be renamed Medtronic plc. The acquisition of Covidien will be effected by means of a “scheme of arrangement” under Irish law. Covidien’s shareholders approved the proposal at the Court Meeting and each of the proposals at the Extraordinary General Meeting required to approve and implement the scheme of arrangement.

A quorum was present at each of the Court Meeting and the Extraordinary General Meeting. Abstentions are considered present for purposes of determining a quorum. Because the votes required to approve the proposals at the Court Meeting and the Extraordinary General Meeting are based on votes properly cast at the applicable meeting, and because abstentions are not considered votes properly cast, abstentions have no effect on such proposals.

Covidien will be filing a Form 8-K with the U.S. Securities and Exchange Commission setting forth the final results of voting on each of the items submitted to a vote of Covidien’s shareholders at the Court Meeting and the Extraordinary General Meeting. The final results of voting on each of the items submitted to a vote of Covidien’s shareholders at the Court Meeting and the Extraordinary General Meeting are as follows:

Court Meeting

Proposal 1: To approve the scheme of arrangement.

Covidien shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

For     Against     Abstain
356,238,702     99.01%     804,853     0.22%     2,744,270
 

In addition, of the 620 record shareholders voting on the proposal, 541 record shareholders or 87.26% of those voting voted in favor of the proposal and 62 record shareholders or 10.00% voted against the proposal.

The Covidien shares voted in favor of and against the proposal represented 78.69% and 0.18%, respectively, of the 452,731,347 Covidien shares outstanding as of the record date and entitled to vote at the Court Meeting.

Extraordinary General Meeting

Proposal 1: To approve the scheme of arrangement and authorize the directors of Covidien to take all such actions as they consider necessary or appropriate for carrying the scheme of arrangement into effect.

Covidien shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

For     Against     Abstain
359,832,802     99.77%     830,780     0.23%     2,746,478
 

Proposal 2: To approve the cancellation of any Covidien ordinary shares in issue prior to 10:00 p.m., Irish time, on the day before the Irish High Court hearing to sanction the scheme.

Covidien shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

For     Against     Abstain
360,037,063     99.77%     831,817     0.23%     2,541,180
 

Proposal 3: To authorize the directors of Covidien to allot and issue new Covidien shares, fully paid up, to New Medtronic and apply reserves in connection with effecting the scheme.

Covidien shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

For     Against     Abstain
360,004,551     99.76%     868,670     0.24%     2,536,839
 

Proposal 4: To amend the articles of association of Covidien so that any ordinary shares of Covidien that are issued at or after 10:00 p.m., Irish time, on the last business day before the scheme becomes effective are acquired by New Medtronic for the scheme consideration.

Covidien shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

For     Against     Abstain
360,038,787     99.77%     826,314     0.23%     2,544,959
 

Proposal 5: To approve the creation of distributable reserves by reducing all of the share premium of New Medtronic resulting from the issuance of New Medtronic ordinary shares pursuant to the scheme.

Covidien shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

For     Against     Abstain
359,800,836     99.70%     1,067,129     0.30%     2,542,095
 

Proposal 6: To approve, on a non-binding advisory basis, specified compensatory arrangements between Covidien and its named executive officers relating to the transaction.

Covidien shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

For     Against     Abstain
342,740,038     95.08%     17,747,122     4.92%     2,922,900
 

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 39,000 employees, Covidien operates in 150-plus countries and had 2014 revenue of $10.7 billion. To learn more about our business visit www.covidien.com or follow us on Twitter.

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

New Medtronic has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes the Joint Proxy Statement of Medtronic and Covidien that also constitutes a Prospectus of New Medtronic. The registration statement has been declared effective by the SEC. Medtronic and Covidien have made available 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 CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MEDTRONIC, COVIDIEN, NEW MEDTRONIC, THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders are 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 are 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.

Statement Required by the Irish Takeover Rules

The holder of 1% or more of any relevant securities in Covidien may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules.

The directors of Covidien plc accept responsibility for the information contained in this communication. 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 communication is in accordance with the facts and does not omit anything likely to affect the import of such information.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS.

Source: Covidien

COVIDIEN CONTACTS
Peter Lucht, 508-452-4168
VP, External Communications
peter.lucht@covidien.com
or
Coleman Lannum, CFA, 508-452-4343
VP, Investor Relations
cole.lannum@covidien.com

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