UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 4, 2014
Medtronic, Inc.
(Exact
name of registrant as specified in its charter)
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Minnesota |
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1-7707 |
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41-0793183 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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710 Medtronic Parkway
Minneapolis, Minnesota |
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55432 |
(Address of principal executive offices) |
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(Zip Code) |
(763) 514-4000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On December 4, 2014, Medtronic, Inc. (Medtronic) and Covidien plc (Covidien) issued a joint press release announcing
that the Chinese Ministry of Commerce and the South Korean Fair Trade Commission have cleared Medtronics proposed acquisition of Covidien. All necessary antitrust clearances have now been obtained.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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EXHIBIT
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DESCRIPTION |
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99.1 |
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Joint Press Release, dated December 4, 2014. |
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
Medtronic Holdings
Limited, which will be renamed Medtronic plc (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 Medtronics directors and executive officers is contained in Medtronics 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 Covidiens directors and executive officers is contained in Covidiens Annual Report on Form 10-K for the fiscal year ended September 26, 2014
and its Proxy Statement on Schedule 14A, dated January 24, 2014, which are filed with the SEC.
Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this communication that refer to New Medtronics, Medtronics and/or Covidiens estimated or
anticipated future results, including estimated synergies, or other non-historical facts are forward-looking statements that reflect Medtronics and/or Covidiens 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 these goals and expectations are not predictions of actual performance. Actual results may differ materially from current expectations depending upon a number of factors affecting New
Medtronics business, Medtronics business, Covidiens business and risks associated with the proposed transactions. These factors include, among others, the inherent uncertainty associated with financial projections; restructuring in
connection with, and successful close of, the Covidien acquisition; subsequent integration of the Covidien acquisition and the ability to recognize the anticipated synergies and benefits of the Covidien acquisition; 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; the anticipated size of the markets and continued demand for Medtronics and Covidiens products; the
impact of competitive products and pricing; access to available financing (including financing for the acquisition or refinancing of Medtronic or Covidien debt) on a timely basis and on reasonable terms; the risks of fluctuations in foreign currency
exchange rates; the risks and uncertainties normally incident to the medical device industry, including competition in the medical device industry; product liability claims; the difficulty of predicting the timing or outcome of pending or future
litigation or government investigations; variability of trade buying patterns; the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions,
if any; potential for adverse pricing movement; costs and efforts to defend or enforce intellectual property rights; difficulties or delays in manufacturing; reduction or interruption in supply; product quality problems; the availability and pricing
of third-party sourced products and materials; risks associated with self-insurance and commercial insurance; successful compliance with governmental regulations applicable to New Medtronics, Medtronics and Covidiens facilities,
products and/or businesses; changes in the laws and regulations, affecting among other things, pricing and reimbursement of pharmaceutical products; health care policy changes; risks associated with international operations; changes in tax laws or
interpretations that could increase New Medtronics, Medtronics and/or Covidiens consolidated tax liabilities, including, if the transaction is consummated, changes in tax laws that would result in New Medtronic being treated as a
domestic corporation for United States federal tax purposes; the loss of key senior management or scientific staff; and such other risks and uncertainties detailed in
Medtronics periodic public filings with the SEC, including but not limited to Medtronics Annual Report on Form 10-K for the fiscal year ended April 25, 2014, in Covidiens
periodic public filings with the SEC, including but not limited to Covidiens Annual Report on Form 10-K for the fiscal year ended September 26, 2014, and from time to time in Medtronics and Covidiens other investor
communications. Except as expressly required by law, each of New Medtronic and Medtronic disclaims any intent or obligation to update or revise these forward-looking statements.
Statement Required by the Irish Takeover Rules
The
directors of Medtronic accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the directors of Medtronic (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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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MEDTRONIC, INC. |
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By |
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/s/ Bradley E. Lerman |
Date: December 4, 2014 |
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Bradley E. Lerman
Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
Chinese Ministry of Commerce Clears Medtronic Acquisition of Covidien
MINNEAPOLIS AND DUBLIN, Ireland Dec. 4, 2014 Medtronic, Inc. (NYSE: MDT) and Covidien plc (NYSE: COV) today announced
that the Chinese Ministry of Commerce has cleared Medtronics proposed acquisition of Covidien. The proposed acquisition has also been cleared by the South Korean Fair Trade Commission and all necessary antitrust clearances have now been
obtained.
The transaction is expected to close in early 2015 after approvals by both companies shareholders and sanction by the High Court of
Ireland.
ABOUT MEDTRONIC
Medtronic, Inc.
(www.medtronic.com), headquartered in Minneapolis, is the global leader in medical technology alleviating pain, restoring health, and extending life for millions of people around the world.
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, Covidiens 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.
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MEDTRONIC CONTACTS |
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COVIDIEN CONTACTS |
Fernando Vivanco |
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Peter Lucht |
Sr. Dir., Global Communications |
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VP, External Communications |
763-505-3780 |
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508-452-4168 |
fernando.vivanco@medtronic.com |
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peter.lucht@covidien.com |
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Jeff Warren |
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Coleman Lannum, CFA |
VP, Investor Relations |
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VP, Investor Relations |
763-505-2696 |
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508-452-4343 |
jeff.warren@medtronic.com |
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cole.lannum@covidien.com |
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
Medtronic Holdings
Limited, which will be renamed Medtronic plc (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, Inc.
(Medtronic) and Covidien plc (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 Medtronics directors and executive officers is contained in Medtronics
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 Covidiens directors and executive officers is
contained in Covidiens Annual Report on Form 10-K for the fiscal year ended September 26, 2014 and its Proxy Statement on Schedule 14A, dated January 24, 2014, which are filed with the SEC.
Medtronic Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this communication that refer to New Medtronics and/or Medtronics estimated or anticipated future results, including
estimated synergies, or other non-historical facts are forward-looking statements that reflect Medtronics 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
Medtronics goals and expectations are not predictions of actual performance. Actual results may differ materially from Medtronics current expectations depending upon a number of factors affecting New Medtronics business,
Medtronics business, Covidiens business and risks associated with the proposed transactions. These factors include, among others, the inherent uncertainty associated with financial projections; restructuring in connection with, and
successful close of, the Covidien acquisition; subsequent integration of the Covidien acquisition and the ability to recognize the anticipated synergies and benefits of the Covidien acquisition; 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; the anticipated size of the markets and continued demand for Medtronics and Covidiens products; the impact of competitive
products and pricing; access to available financing (including financing for the acquisition or refinancing of Medtronic or Covidien debt) on a timely basis and on reasonable terms; the risks of fluctuations in foreign currency exchange rates; the
risks and uncertainties normally incident to the medical device industry, including competition in the medical device industry; product liability claims; the difficulty of predicting the timing or outcome of pending or future litigation or
government investigations; variability of trade buying patterns; the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any;
potential for adverse pricing movement; costs and efforts to defend or enforce intellectual property rights; difficulties or delays in manufacturing; reduction or interruption in supply; product quality problems; the availability and pricing of
third-party sourced products and materials; risks associated with self-insurance and commercial insurance; successful compliance with governmental regulations applicable to New Medtronics, Medtronics and Covidiens facilities,
products and/or businesses; changes in the laws and regulations, affecting among other things, pricing and reimbursement of pharmaceutical products; health care policy changes; risks associated with international operations; changes in tax laws or
interpretations that could increase New Medtronics or Medtronics consolidated tax liabilities, including, if the transaction is consummated, changes in tax laws that would result in New Medtronic being treated as a domestic corporation
for United States federal tax purposes; the loss of key senior management or scientific staff; and such other risks and uncertainties detailed in Medtronics periodic public filings with the SEC, including but not limited to Medtronics
Annual Report on Form 10-K for the fiscal year ended April 25, 2014 and from time to time in Medtronics other investor communications. Except as expressly required by law, each of New Medtronic and Medtronic disclaims any intent or
obligation to update or revise these forward-looking statements.
Covidien Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this communication that refer to Covidiens estimated or anticipated future results, including estimated synergies, or other
non-historical facts are forward-looking statements that reflect Covidiens 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 Covidiens goals and expectations are not
predictions of actual performance. Actual results may differ materially from Covidiens current expectations depending upon a number of factors affecting Covidiens business, Medtronics 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 Medtronics ability to achieve the synergies and value creation
contemplated by the proposed transactions; the anticipated size of the markets and continued demand for Medtronics and Covidiens products; New Medtronics ability to promptly and effectively integrate Medtronics and
Covidiens businesses; the diversion of management time on transaction-related issues; competitive factors and market conditions in the industry in which Covidien operates; Covidiens ability to obtain regulatory approval and customer
acceptance of new products, and continued customer acceptance of Covidiens existing products; and the other risks identified in Covidiens periodic filings including its Annual Report on Form 10-K for the fiscal year ended
September 26, 2014, and from time to time in Covidiens 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 Covidiens 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 Medtronic accept responsibility for the information contained in this communication other than that relating to Covidien and the Covidien
Group and the directors of Covidien and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Medtronic (who have taken all reasonable care to ensure that
such is the case), the information contained in this communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The directors of Covidien accept responsibility for the information contained in this communication relating to Covidien and the directors of Covidien and
members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Covidien (who have taken all reasonable care to ensure such is the case), the information contained in
this communication for which they accept responsibility 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.
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