DUBLIN - April
14, 2016 - Medtronic plc (the "Company") (NYSE: MDT) today
announced the pricing terms of 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
up to $3 billion combined aggregate purchase price (excluding
accrued and unpaid interest to, but not including, the applicable
settlement date and excluding fees and expenses related to the
tender offer) (the "Maximum Tender Amount") of certain of CIFSA's
and Medtronic, Inc.'s notes listed in the table below
(collectively, the "Notes"), an increase from $2.75 billion as set
forth in the Offer to Purchase, dated March 31, 2016. The terms of
the tender offer are described in the Offer to Purchase and the
related Letter of Transmittal, and remain unchanged except as
amended hereby and by the Company's press release earlier
today.
The Total Consideration for each
series of Notes is based on the applicable reference yield plus a
fixed spread, in each case as set forth in the table below, and is
payable to holders of the Notes who validly tendered and did not
validly withdraw their Notes on or before 5:00 p.m., New York City
time, on April 13, 2016 (the "Early Tender Deadline") and whose
Notes are accepted for purchase by the Offerors. The Reference
Yields listed in the table were determined at 11:00 a.m., New York
City time, on April 14, 2016 by the lead dealer managers
(identified below). The Total Consideration for each series of
Notes includes an early tender premium of $30 per $1,000 principal
amount of Notes validly tendered and not validly withdrawn by such
holders and accepted for purchase by the Offerors.
Title of
Security
|
CUSIP
Numbers
|
Issuer/
Offeror
|
Acceptance
Priority
Level
|
Reference U.S.
Treasury Security
|
Reference
Yield
|
Fixed
Spread
(basis points)
(1)
|
Total
Consideration (2)(3)
|
Revised Tender
Cap
|
Principal Amount
Accepted
|
6.550% Senior Notes due 2037 |
22303QAH3 |
CIFSA |
1 |
3.000% U.S. Treasury Notes due 11/15/2045 |
2.592% |
130 |
$1,384.77 |
$600,000,000 |
$475,961,000 |
2.950% Senior Notes due 2023 |
22303QAP5 |
CIFSA |
2 |
1.625% U.S. Treasury Notes due 02/15/2026 |
1.785% |
40 |
$1,048.86 |
$440,484,000 |
$440,484,000 |
4.000% Senior Notes due 2043 |
585055AY2 |
Medtronic, Inc. |
3 |
3.000% U.S. Treasury Notes due 11/15/2045 |
2.592% |
100 |
$1,069.29 |
$424,976,000 |
$424,976,000 |
2.750% Senior Notes due 2023 |
585055AZ9 |
Medtronic, Inc. |
4 |
1.625% U.S. Treasury Notes due 02/15/2026 |
1.785% |
25 |
$1,044.65 |
$719,779,000 |
$719,779,000 |
4.450% Senior Notes due 2020 |
585055AS5 |
Medtronic, Inc. |
5 |
1.250% U.S. Treasury Notes due 03/31/2021 |
1.237% |
20 |
$1,114.34 |
$484,409,000 |
$484,409,000 |
4.375% Senior Notes due 2035 |
585055BT2 |
Medtronic, Inc. |
6 |
3.000% U.S. Treasury Notes due 11/15/2045 |
2.592% |
90 |
$1,121.47 |
n/a |
$118,381,000 |
2.500% Senior Notes due 2020 |
585055BG0 |
Medtronic, Inc. |
7 |
1.250% U.S. Treasury Notes due 03/31/2021 |
1.237% |
25 |
$1,038.40 |
$150,000,000 |
n/a |
(1) Inclusive of the early
tender premium.
(2) Per $1,000 principal amount of Notes that
are tendered and accepted for purchase.
(3) The Total
Consideration includes the early tender premium of $30 per $1,000
principal amount of Notes.
The Offerors have accepted for purchase Notes validly tendered and
not validly withdrawn on or before the Early Tender Deadline for
which the aggregate principal amount of the applicable series of
Notes did not exceed the applicable Tender Cap as set forth in the
table above and for which the aggregate consideration payable did
not exceed the Maximum Tender Amount.
Notes not accepted for purchase will
be promptly credited to the account of the registered holder of
such Notes with The Depository Trust Company or otherwise returned
in accordance with the Offer to Purchase and Letter of
Transmittal.
All payments for Notes purchased in
connection with the Early Tender Deadline will also include accrued
and unpaid interest on the principal amount of Notes tendered up
to, but not including, the early settlement date, which is
currently expected to be April 15, 2016. In accordance with the
terms of the tender offer, the withdrawal deadline was 5:00 p.m.,
New York City time, on April 13, 2016. As a result, tendered Notes
may no longer be withdrawn, except in certain limited circumstances
where additional withdrawal rights are required by law (as
determined by the Offerors).
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#2003813
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