DUBLIN - August 4, 2015 -
Medtronic plc (the "Company") (NYSE: MDT) today announced the
commencement of exchange offers (the "exchange offers") with
respect to:
(i) up to $500,000,000 aggregate principal amount
of outstanding Floating Rate Senior Notes due March 15, 2020 issued
by Medtronic, Inc. ("Medtronic, Inc."), together with the
subsequent full and unconditional guarantees of such notes by the
Company and Medtronic Global Holdings S.C.A. ("Medtronic Luxco"
and, together with the Company, the "guarantors," and such notes
together with such guarantees, the "original floating rate notes"),
for a like principal amount of Floating Rate Senior Notes due March
15, 2020, issued by Medtronic, Inc. and guaranteed by the
guarantors, which have been registered under the Securities (the
"exchange floating rate notes");
(ii) up to $1,000,000,000 aggregate principal
amount of outstanding 1.500% Senior Notes due March 15, 2018 issued
by Medtronic, Inc. together with the subsequent full and
unconditional guarantees of such notes by the guarantors (such
notes together with such guarantees, the "original 2018 notes") for
a like principal amount of 1.500% Senior Notes due March 15, 2018,
issued by Medtronic, Inc. and guaranteed by the guarantors, which
have been registered under the Securities Act (the "exchange 2018
notes");
(iii) up to $2,500,000,000 aggregate principal
amount of outstanding 2.500% Senior Notes due March 15, 2020 issued
by Medtronic, Inc. together with the subsequent full and
unconditional guarantees of such notes by the guarantors (such
notes together with such guarantees, the "original 2020 notes") for
a like principal amount of 2.500% Senior Notes due March 15, 2020,
issued by Medtronic, Inc. and guaranteed by the guarantors, which
have been registered under the Securities Act (the "exchange 2020
notes");
(iv) up to $2,500,000,000 aggregate principal
amount of outstanding 3.150% Senior Notes due March 15, 2022 issued
by Medtronic, Inc. together with the subsequent full and
unconditional guarantees of such notes by the guarantors (such
notes together with such guarantees, the "original 2022 notes") for
a like principal amount of 3.150% Senior Notes due March 15, 2022,
issued by Medtronic, Inc. and guaranteed by the guarantors, which
have been registered under the Securities Act (the "exchange 2022
notes");
(v) up to $4,000,000,000 aggregate principal
amount of outstanding 3.500% Senior Notes due March 15, 2025 issued
by Medtronic, Inc. together with the subsequent full and
unconditional guarantees of such notes by the guarantors (such
notes together with such guarantees, the "original 2025 notes") for
a like principal amount of 3.500% Senior Notes due March 15, 2025,
issued by Medtronic, Inc. and guaranteed by the guarantors, which
have been registered under the Securities Act (the "exchange 2025
notes");
(vi) up to $2,500,000,000 aggregate principal
amount of outstanding 4.375% Senior Notes due March 15, 2035 issued
by Medtronic, Inc. together with the subsequent full and
unconditional guarantees of such notes by the guarantors (such
notes together with such guarantees, the "original 2035 notes") for
a like principal amount of 4.375% Senior Notes due March 15, 2035,
issued by Medtronic, Inc. and guaranteed by the guarantors, which
have been registered under the Securities (the "exchange 2035
notes"); and
(vii) up to $4,000,000,000 aggregate principal
amount of outstanding 4.625% Senior Notes due March 15, 2045 issued
by Medtronic, Inc. together with the subsequent full and
unconditional guarantees of such notes by the guarantors (such
notes together with such guarantees, the "original 2045 notes" and,
together with the original floating rate notes, original 2018
notes, original 2020 notes, original 2022 notes, original 2025
notes, and original 2035 notes, the "original notes") for a like
principal amount of 4.625% Senior Notes due March 15, 2045, issued
by Medtronic, Inc. and guaranteed by the guarantors, which have
been registered under the Securities Act (the "exchange 2045 notes"
and, together with the exchange floating rate notes, exchange 2018
notes, exchange 2020 notes, exchange 2022 notes, exchange 2025
notes, and exchange 2035 notes, the "exchange notes").
The exchange offers will commence on August 4,
2015 and expire at 11:59 p.m., New York City time, on August 31,
2015.
The form and terms of each series of exchange
notes are substantially identical in all material respects to the
form and terms of the corresponding series of original notes,
except for the issue date and that the transfer restrictions,
registration rights and additional interest provisions applicable
to the original notes do not apply to the exchange notes. The
exchange offers are being initiated to fulfill Medtronic, Inc.'s
and the guarantors' obligations under the registration rights
agreement entered into with the initial purchasers of the original
notes.
Medtronic, Inc. will accept for exchange any and
all original notes validly tendered and not validly withdrawn prior
to 11:59 p.m., New York City time, on August 31, 2015, unless the
exchange offers are extended or terminated.
The terms of the exchange offers and other
information relating to Medtronic, Inc. and the guarantors are set
forth in a prospectus dated August 4, 2015. A written prospectus
providing the terms of the exchange offers may be obtained from
Wells Fargo Bank, National Association, which is serving as the
exchange agent for the exchange offers. Wells Fargo Bank, National
Association can be contacted at:
Wells Fargo Bank, National
Association
Corporate Trust Operations
MAC N9303-121
6th St. & Marquette
Avenue
Minneapolis, MN 55479
Attn: Administrator for
Medtronic
Telephone: (800) 344-5128
Facsimile: (877) 407-4679
This announcement does not constitute an offer to
purchase any securities or the solicitation of an offer to sell any
securities. The exchange offer is being made only pursuant to the
prospectus dated August 4, 2015 and the related letter of
transmittal and only to such persons and in such jurisdictions as
is permitted under applicable law.
About Medtronic
Medtronic plc, headquartered in Dublin, Ireland,
is the global leader in medical technology - alleviating pain,
restoring health, and extending life for millions of people around
the world.
This press release contains
forward-looking statements, which are statements other than
statements of historical fact, relating to Medtronic plc,
Medtronic, Inc. and Medtronic Global Holdings S.C.A. Such
forward looking statements are subject to risks and uncertainties,
such as competitive factors, difficulties and delays inherent in
the development, manufacturing, marketing and sale of medical
products, government regulation and general economic conditions and
other risks and uncertainties described in Medtronic plc's periodic
reports on file with the U.S. Securities and Exchange Commission
and described in and incorporated by reference into the
Registration Statement on Form S-4 of Medtronic plc, Medtronic,
Inc. and Medtronic Global Holdings S.C.A., as filed with the U.S.
Securities and Exchange Commission, relating to the exchange
offers. Actual results may differ materially from anticipated
results. None of Medtronic plc, Medtronic, Inc. or Medtronic
Global Holdings S.C.A. undertakes to update its forward-looking
statements or any of the information contained in this press
release, even in the event that the information becomes materially
inaccurate.
Contacts:
Cindy Resman
Public Relations
+1-763-505-0291
Ryan Weispfenning
Investor Relations
+1-763-505-4626
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Medtronic plc via Globenewswire
HUG#1943651
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