MDT Medtronic PLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

☒  Filed by the Registrant                             ☐  Filed by a Party other than the Registrant

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

FAQS

GENERAL

Strategic Rationale / Announcement Timing

Intersect ENT’s PROPEL^® and SINUVA^® sinus implants are clinically proven solutions that open sinus passageways and deliver an anti-inflammatory steroid to aid in healing. They are established in the market, generating more than $100 million in revenue. By combining these products with Medtronic’s navigation, powered instruments, and existing tissue health products, the company intends to offer a broad suite of solutions to assist surgeons treating CRS patients.

Medtronic ENT and Intersect ENT have strong key customer synergy, and Medtronic ENT’s direct sales and infrastructure outside the U.S. allow for broader, more effective, and cost-efficient commercialization of Intersect ENT’s products.

Medtronic can also leverage its ENT business’s training, promotion, relationships, and expertise to expand access by educating physicians and patients about Intersect ENT products.

In the case of this announcement today, we reached a point where we felt we understood the opportunity sufficiently and the value was right for both sides.

Additionally, as the post-COVID sinus surgery recovery trend has matured, and the reimbursement and coverage trends for Intersect ENT have evolved, there is a clearer path to future adoption of the company’s products.

General / Organization Structure

Technology / Market Landscape

PROPEL^® - these bioabsorbable, drug-eluting sinus implants are used in conjunction with sinus surgery, primarily in hospitals and ambulatory surgery centers. They are deployed in the sinuses and release mometasone furoate – a corticosteroid with anti-inflammatory properties – directly into the sinus lining, then dissolve. PROPEL, PROPEL Mini, and PROPEL Contour are FDA approved in the U.S. and CE marked in the EU.

SINUVA^® - these bioabsorbable, drug-eluting sinus implants are designed for use in the physician’s office setting and were approved by the FDA under New Drug Application (NDA) for the treatment of recurrent sinus obstruction due to recurrent nasal polyps in adult patients who have had ethmoid sinus surgery. They are currently used only in the U.S.

Medtronic ENT and Intersect ENT have strong key customer synergy, and Medtronic ENT’s direct sales and infrastructure outside the U.S. allow for broader, more effective, and cost-efficient commercialization of Intersect ENT’s products.

-2-

Medtronic can leverage its ENT business’s training, promotion, relationships, and expertise to further increase access by educating physicians and patients about Intersect ENT products.

Intersect ENT products are currently used in just 14% of functional endoscopic sinus surgery (FESS) procedures. Adding PROPEL to procedures where Medtronic is currently used in the U.S. provides the opportunity for high-single digit growth.

SINUVA sinus implants are designed as an in-office treatment in lieu of repeat FESS surgery for CRS patients suffering from recurrent sinus polyps. It is regulated and distributed as a drug that is initiated in the doctor’s office. SINUVA implants have shown a statistically significant reduction in polyp grade and the need for revision surgery.³

-3-

Deal Timing / Structure

-5-

Additional Information and Where to Find It

This communication may be deemed solicitation material in respect of the proposed acquisition of Intersect ENT, Inc. (“Intersect”) by Medtronic Inc. (“Medtronic”). This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, Intersect plans to file with the U.S. Securities and Exchange Commission (the “SEC”) and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. Intersect may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that may be filed by Intersect with the SEC.

BEFORE MAKING ANY VOTING DECISION, INTERSECT’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY INTERSECT WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Any vote in respect of resolutions to be proposed at an Intersect stockholder meeting to approve the proposed transaction or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in Intersect’s proxy statement. Stockholders may obtain a free copy of the proxy statement and other documents Intersect files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. Intersect makes available free of charge on its investor relations website at ir.intersectent.com copies of materials it files with, or furnishes to, the SEC.

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The proposed transaction will be implemented solely pursuant to the Agreement and Plan of Merger, by and among Medtronic, Project Kraken Merger Sub, Inc. and Intersect, dated August 6, 2021, which contain the full terms and conditions of the proposed transaction.

Participants in the Solicitation

Intersect, Medtronic and certain of their respective directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from Intersect’s stockholders in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of Intersect’s directors and executive officers in Intersect’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 9, 2021, and its definitive proxy statement for the 2021 annual general meeting of stockholders, which was filed with the SEC on April 20, 2021. To the extent the holdings of Intersect’ securities by Intersect’ directors

-6-

and executive officers have changed since the amounts set forth in Intersect’s proxy statement for its 2020 annual general meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Security holders may obtain information regarding the names, affiliations and interests of Medtronic’s directors and executive officers in Medtronic’s Annual Report on Form 10-K for the fiscal year ended April 30, 2021, which was filed with the SEC on June 25, 2021, and its definitive proxy statement for the 2020 annual general meeting of shareholders, which was filed with the SEC on October 13, 2020. Investors may obtain additional information regarding the interests of participants in the solicitation of proxies from Intersect’s stockholders in connection with in the proposed transaction, which may, in some cases, be different than those of Intersect’s stockholders generally, by reading the proxy statement relating to the proposed transaction when it is filed with the SEC and other materials that may be filed with the SEC in connection with the proposed transaction when they become available. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and the investor relations page of the Intersect’s website at ir.intersectent.com.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”), including statements containing the words “expect,” “intend,” “plan,” “believe,” “will,” “should,” “would,” “could,” “may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Act. Statements that describe or relate to Medtronic’s or Intersect’s plans, goals, intentions, strategies, or financial outlook, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Examples of forward-looking statements include, without limitation, statements regarding Medtronic’s and Intersect’s plans to manage their respective business through the novel strain of the coronavirus identified in late 2019 (“COVID-19”) pandemic and the health and safety of our customers and employees; the expected impact of the COVID-19 pandemic on Medtronic’s business; Medtronic’s expected areas of focus to drive growth and create long-term shareholder value; the effect of the announcement of the proposed transaction on the ability of Intersect to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Intersect does business, or on Intersect operating results and business generally; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; the outcome of any legal proceedings related to the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreement; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the ability of Medtronic to implement its plans, forecasts and other expectations with respect to its business after the completion of the proposed transaction and realize expected benefits; business disruption following the proposed transaction. Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including those factors listed in Item 1A “Risk Factors” of Medtronic’s Annual

-7-

Report on Form 10-K filed with the SEC on June 25, 2021 and Intersect’s Annual Report on Form 10-K filed with the SEC on March 9, 2021, and those factors detailed from time to time in Medtronic’s and Intersect’s other SEC reports including quarterly reports on Form 10-Q and current reports on Form 8-K. Neither Medtronic nor Intersect undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

-8-