DUBLIN - April
14, 2016 - Medtronic plc (the "Company") (NYSE: MDT) today
announced that, pursuant to the previously-announced cash tender
offer by its wholly-owned subsidiaries, Medtronic, Inc.
("Medtronic, Inc.") and Covidien International Finance S.A.
("CIFSA" and, together with Medtronic, Inc., the "Offerors") for
the Notes identified in the table below (the "Notes"),
approximately $5.8 billion in aggregate principal amount of Notes
were validly tendered and not validly withdrawn on or prior to 5:00
p.m., New York City time, on April 13, 2016, the Early Tender
Deadline for the tender offer (the "Early Tender Deadline"). The
Company also announced that the Offerors are increasing the
"Maximum Tender Amount" from $2.75 billion to $3 billion and are
amending the "Tender Caps" applicable to each series of Notes as
further described in the table below. The terms of the tender offer
are described in the Offer to Purchase, dated March 31, 2016 (the
"Offer to Purchase"), and the related Letter of Transmittal, and
remain unchanged except as amended hereby.
The following table sets forth
certain information regarding the Notes and the tender offer,
including the aggregate principal amount of each series of Notes
that were validly tendered and not validly withdrawn on or prior to
the Early Tender Deadline:
Title of
Security
|
CUSIP
Numbers
|
Issuer/Offeror
|
Acceptance
Priority
Level
|
Principal
Amount
Outstanding
|
Revised Tender
Cap(1)
|
Principal Amount
Tendered
|
6.550% Senior Notes due 2037 |
22303QAH3 |
CIFSA |
1 |
$850,000,000 |
$600,000,000 |
$475,961,000 |
2.950% Senior Notes due 2023 |
22303QAP5 |
CIFSA |
2 |
$750,000,000 |
$440,484,000 |
$440,484,000 |
4.000% Senior Notes due 2043 |
585055AY2 |
Medtronic, Inc. |
3 |
$750,000,000 |
$424,976,000 |
$424,976,000 |
2.750% Senior Notes due 2023 |
585055AZ9 |
Medtronic, Inc. |
4 |
$1,250,000,000 |
$719,779,000 |
$719,779,000 |
4.450% Senior Notes due 2020 |
585055AS5 |
Medtronic, Inc. |
5 |
$1,250,000,000 |
$484,409,000 |
$484,409,000 |
4.375% Senior Notes due 2035 |
585055BT2 |
Medtronic, Inc. |
6 |
$2,500,000,000 |
n/a |
$1,857,239,000 |
2.500% Senior Notes due 2020 |
585055BG0 |
Medtronic, Inc. |
7 |
$2,500,000,000 |
$150,000,000 |
$1,415,679,000 |
(1) The Tender Cap for each
series represents the maximum aggregate principal amount of Notes
of such series that will be purchased in the tender
offer.
Because the aggregate consideration
payable for validly tendered Notes exceeded the Maximum Tender
Amount and, as set forth in the table above, the amount of validly
tendered Notes in certain series exceeded the applicable Tender
Cap, the Notes will be purchased subject to the Acceptance Priority
Levels and subject to proration as described in the Offer to
Purchase and Letter of Transmittal.
The principal amount of each series
of Notes listed in the table above ultimately accepted for purchase
will depend upon the determination of the Total Consideration (as
defined in the Offer to Purchase) at 11:00 a.m., New York City
time, on April 14, 2016 and will be determined in accordance with
the Maximum Tender Amount, the applicable Tender Caps and the
Acceptance Priority Levels set forth in the table above, as
described in the Offer to Purchase and Letter of Transmittal, or
amended hereby. As a result, a holder who validly tenders Notes
pursuant to the Offer may have all or a portion of its Notes
returned to it, and the amount of Notes returned will depend on the
overall level of participation of holders in the tender offer.
Holders of Notes validly tendered and
not validly withdrawn on or prior to the Early Tender Deadline are
eligible to receive the Total Consideration, which includes an
early tender premium of $30 per $1,000 principal amount of Notes
tendered by such holders and accepted for purchase by the Offerors.
Accrued interest up to, but not including, the settlement date will
be paid in cash on all validly tendered Notes accepted and
purchased by the Offerors in the tender offer. The Offerors reserve
the right, subject to applicable law, to further increase or waive
the Maximum Tender Amount or any applicable Tender Cap. The Company
expects to issue a press release after the close of trading on the
New York Stock Exchange on April 14, 2016 to announce the Total
Consideration payable in connection with the tender offer. The
settlement date for the Notes accepted by the Offerors in
connection with the Early Tender Deadline is expected to be on
April 15, 2016.
Although the tender offer is
scheduled to expire at 11:59 p.m., New York City time, on April 27,
2016, because holders of Notes subject to the tender offer validly
tendered and did not validly withdraw Notes on or prior to the
Early Tender Deadline for which the aggregate consideration payable
exceeds the Maximum Tender Amount, the Offerors do not expect to
accept for purchase any tenders of Notes after the Early Tender
Deadline.
The purpose of the tender offer is to
reduce the level of the Company's indebtedness, consistent with the
capital allocation plans announced by the Company on January 11,
2016. The Company continues to target an A credit profile. The
Company expects the costs related to this transaction to be
recognized as a one-time expense in its fourth fiscal quarter, and
will be excluded from its non-GAAP results. The Company does not
expect this transaction to affect its fourth quarter interest
expense outlook or its fiscal year 2016 earnings per share
guidance.
BofA Merrill Lynch, Citigroup Global
Markets, Inc. and J.P. Morgan Securities LLC are acting as the lead
dealer managers for the tender offer and HSBC Securities (USA)
Inc., Mizuho Securities USA Inc. and Wells Fargo Securities, LLC
are acting as co-dealer managers. The information agent and tender
agent is Global Bondholder Services Corporation. Copies of the
Offer to Purchase, Letter of Transmittal and related offering
materials are available by contacting Global Bondholder Services
Corporation at (866) 470-4200 (U.S. toll-free) or (212) 430-3774
(banks and brokers). Questions regarding the tender offer should be
directed to BofA Merrill Lynch, Liability Management Group, at
(980) 387-3907 (collect) or (888) 292-0070 (toll-free); Citigroup
Global Markets, Inc., Liability Management Group at (212) 723-6106
(collect) or (800) 558-3745 (toll free) or J.P. Morgan Securities
LLC, Liability Management Group, at (212) 834-3424 (collect) or
(866) 834-4666 (toll-free). This press release shall not constitute
an offer to sell, a solicitation to buy or an offer to purchase or
sell any securities. The tender offer is being made only pursuant
to the Offer to Purchase and only in such jurisdictions as is
permitted under applicable law.
About Medtronic
Medtronic plc (www.medtronic.com), headquartered in Dublin,
Ireland, is among the world's largest medical technology, services
and solutions companies - alleviating pain, restoring health and
extending life for millions of people around the world. Medtronic
plc employs more than 85,000 people worldwide, serving physicians,
hospitals and patients in approximately 160 countries. The company
is focused on collaborating with stakeholders around the world to
take healthcare Further, Together.
This press release contains
forward-looking statements that are not historical in nature. Such
forward looking statements are subject to risks and uncertainties,
including the risks related to the acceptance of any tendered
Notes, the expiration and settlement of the tender offer, the
satisfaction of conditions to the tender offer, whether the tender
offer will be consummated in accordance with terms set forth in the
Offer to Purchase or at all and the timing of any of the foregoing,
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 the Company's periodic reports
on file with the U.S. Securities and Exchange Commission including
the Annual Report on Form 10-K of the Company, as filed with the
U.S. Securities and Exchange Commission. In some cases, you can
identify these statements by forward-looking words, such as
"anticipate," "believe," "could," "estimate," "expect," "forecast,"
"intend," "looking ahead," "may," "plan," "possible," "potential,"
"project," "should," "will," and similar words or expressions, the
negative or plural of such words or expressions and other
comparable terminology. Actual results may differ materially from
anticipated results. None of Medtronic plc, Medtronic, Inc. or
Covidien International Finance, S.A. undertakes to update its
forward-looking statements or any of the information contained in
this press release, including to reflect future events or
circumstances.
-end-
Contacts:
Fernando Vivanco
Public Relations
+1-763-505-3780
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#2003450
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