DUBLIN, Ireland--(BUSINESS WIRE)--Nov. 21, 2014--
Covidien
plc (NYSE: COV) today announced, for purposes of the Irish Takeover
Rules, that the definitive joint proxy statement of Covidien plc and
Medtronic, Inc., which also serves as a prospectus of Medtronic Holdings
Limited
and comprises Covidien’s scheme circular required under Irish
law, is being sent today to
Covidien and Medtronic, Inc. shareholders.
As previously announced, on June 15, 2014 Covidien and Medtronic entered
into a definitive agreement pursuant to which Medtronic Holdings
Limited, a new holding company incorporated in Ireland that will be
renamed Medtronic plc, will acquire Covidien and Medtronic.
The joint proxy statement/prospectus will contain important information
about the transaction for shareholders of both companies, as well as
notices of the shareholder meetings and instructions on voting online,
by mail, by telephone or in person.
In accordance with Rule 28 of the Irish Takeover Rules, Covidien
shareholders will today also be sent two separate documents containing
profit forecasts that have been made by Covidien (in the form of
earnings guidance for the financial year ending September 26, 2014) and
Medtronic (in the form of earnings guidance for the financial year
ending April 24, 2015) respectively, together with the reports thereon,
prepared solely for the purposes of complying with Rule 28.3 of the
Irish Takeover Rules. Also in accordance with the Irish Takeover Rules,
Covidien shareholders will receive a document discussing previous
statements made by Medtronic regarding the synergies that may result
from the proposed transaction (known as merger benefit statements under
the Irish Takeover Rules). This document will include reports from
Medtronic’s reporting accountants, PricewaterhouseCoopers, and
Medtronic’s financial advisor, Perella Weinberg Partners LP, confirming
(respectively) that the estimates contained in the merger benefit
statements have been made with due care and consideration.
In accordance with Rule 15(c) of the Irish Takeover Rules, an
explanation for the holders of options and equity awards under the
Covidien Stock and Incentive Plan describing the treatment of these
options and equity awards as part of the Proposed Transaction is today
being made available to such holders on both www.covidien.com
and www.medtronic.com.
Copies of the documents referred to above, and all of the documents
required to be made available for inspection in accordance with Rule 26
of the Irish Takeover Rules, are available for inspection at the offices
of Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland
and on Covidien’s website at www.covidien.com
and at the offices of A&L Goodbody, 25/28 North Wall Quay, IFSC, Dublin
1, Ireland and on Medtronic's website at www.medtronic.com.
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 commenced
making 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.
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, is set forth in the Joint Proxy
Statement/Prospectus. 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 25, 2014 and its Proxy Statement on
Schedule 14A, dated July 11, 2014, 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.
Covidien Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this communication that refer to Covidien's
estimated or anticipated future results, including estimated synergies,
or other non-historical facts are forward-looking statements that
reflect Covidien's current perspective of existing trends and
information as of the date of this communication. Forward-looking
statements generally will be accompanied by words such as “anticipate,”
“believe,” “plan,” “could,” “should,” “estimate,” “expect,” “forecast,”
“outlook,” “guidance,” “intend,” “may,” “might,” “will,” “possible,”
“potential,” “predict,” “project,” or other similar words, phrases or
expressions. It is important to note that Covidien's goals and
expectations are not predictions of actual performance. Actual results
may differ materially from Covidien's current expectations depending
upon a number of factors affecting Covidien's business, Medtronic's
business and risks associated with the proposed transactions. These
factors include, among others, the inherent uncertainty associated with
financial projections; the timing to consummate the proposed
transactions; the risk that a condition to closing of the proposed
transactions may not be satisfied; the risk that the required regulatory
approvals for the proposed transactions are not obtained, are delayed or
are subject to conditions that are not anticipated; New Medtronic's
ability to achieve the synergies and value creation contemplated by the
proposed transactions; the anticipated size of the markets and continued
demand for Medtronic's and Covidien's products; New Medtronic's ability
to promptly and effectively integrate Medtronic's and Covidien's
businesses; the diversion of management time on transaction-related
issues; competitive factors and market conditions in the industry in
which Covidien operates; Covidien’s ability to obtain regulatory
approval and customer acceptance of new products, and continued customer
acceptance of Covidien’s existing products; and the other risks
identified in Covidien’s periodic filings including its Annual Report on
Form 10-K for the fiscal year ended September 27, 2013, and from time to
time in Covidien’s other investor communications. We caution you that
the foregoing list of important factors is not exclusive. In addition,
in light of these risks and uncertainties, the matters referred to in
Covidien’s forward-looking statements may not occur. Covidien undertakes
no obligation to publicly update or revise any forward-looking statement
as a result of new information, future events or otherwise, except as
may be required by law.
Statement Required by 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.
No statement in this communication is intended to constitute a profit
forecast for any period, nor should any statements be interpreted to
mean that earnings or earnings per share will necessarily be greater or
lesser than those for the relevant preceding financial periods for
Medtronic or Covidien or New Medtronic as appropriate. No statement in
this communication constitutes an asset valuation.
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
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
