Medtronic Inc. (MDT) filed a Form 8K - Acquisition or
Disposition of Assets - with the U.S Securities and Exchange
Commission on January 26, 2015.
The disclosures under the Introductory Note are incorporated
herein by reference.
Pursuant to the terms of the Transaction Agreement, each
Covidien ordinary share issued and outstanding immediately prior to
the effectiveness of the Scheme, other than certain Covidien
ordinary shares held by nominees of New Medtronic and/or IrSub and
Covidien ordinary shares held by Covidien or any of its
subsidiaries, was converted into the right to receive $35.19 in
cash and 0.956 of a newly issued New Medtronic ordinary share (the
"Scheme Consideration"), and each share of Medtronic common stock
(the "Medtronic Common Shares") issued and outstanding immediately
prior to the effectiveness of the Merger, other than Medtronic
Common Shares held by Medtronic, was converted into the right to
receive one New Medtronic ordinary share. Former holders of
Covidien ordinary shares and Medtronic Common Shares will receive
cash in lieu of any fractional New Medtronic ordinary shares.
The issuance of New Medtronic ordinary shares in connection with
the Transactions was registered under the Securities Act of 1933,
as amended, pursuant to New Medtronic's registration statement on
Form S-4 (File No. 333- 197406) (the "Registration Statement")
filed with the U.S. Securities and Exchange Commission (the "SEC")
and declared effective on November 20, 2014. The definitive joint
proxy statement/prospectus of Medtronic and Covidien, dated
November 20, 2014, that forms a part of the Registration Statement
("the Joint Proxy Statement/Prospectus") contains additional
information about the Transactions and the other transactions
contemplated by the Transaction Agreement, including a description
of the treatment of equity awards and information concerning the
interests of directors, executive officers and affiliates of
Medtronic and Covidien in the Transactions.
Pursuant to Rule 12g-3(c) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), New Medtronic is the
successor issuer to Medtronic and to Covidien, New Medtronic's
ordinary shares are deemed to be registered under Section 12(b) of
the Exchange Act, and New Medtronic is subject to the informational
requirements of the Exchange Act and the rules and regulations
promulgated thereunder. New Medtronic's ordinary shares were
approved for listing on the New York Stock Exchange ("NYSE") and
will trade under the symbol "MDT."
Prior to the Transactions, the Medtronic Common Shares were
registered pursuant to Section 12(b) of the Exchange Act and listed
on the NYSE. The Medtronic Common Shares will be suspended from
trading on the NYSE prior to the open of trading on January 27,
2015. Medtronic expects to file a Form 15 with the SEC to terminate
the registration under the Exchange Act of the Medtronic Common
Shares under the Exchange Act and suspend its reporting obligations
under Section 15(d) of the Exchange Act in February or March
2015.
The foregoing description of the Transaction Agreement and the
Transactions does not purport to be complete and is qualified in
its entirety by reference to the full text of the Transaction
Agreement filed as Annex A of the Joint Proxy Statement/Prospectus
and incorporated herein by reference.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/64670/000119312515020704/d860001d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/64670/000119312515020704/0001193125-15-020704-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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