Filed by Covidien plc
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Covidien plc
Form S-4 File No.: 333-197406
Filed by Convidien plc
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Covidien plc
Form S-4 File No.: 333-197406
Medtronic Acquires Covidien
Transforming the Landscape of Healthcare, Together.
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I’d like to spend some time today updating you on the proposed acquisition of Covidien by Medtronic.
As you many know, there are two major phases of integration during an acquisition pre close integration planning and post close implementation of those integration plans. Currently, we are in the pre close planning stage. 2
Effective integration planning requires understanding the companies’ current operations and what capabilities, processes
and people will best serve the combined company when the proposed acquisition closes.2
We are off to a strong start and are eager to build on that momentum. There is much work to be done before closing the
transaction and integrating our two companies.1
To this end, the companies have created a structure to govern the integration process.
A Joint Steering Committee (JSC) comprised of senior leaders from both companies will oversee an Integration Management Office
(IMO) that will lead the pre and post closing integration efforts.2
It’s important to note that until the closing of the transaction, which is subject to certain conditions, Medtronic and Covidien will continue to operate as independent companies.1
Today, though, I would like to provide you with a closer look at what the proposed combination of the two companies could mean
for Medtronic, Covidien and our industry overall; as well as what you can expect to hear about in the coming months.
And, of course, I want take time to field any questions that you may have. In the case that I don’t know an answer, I’ll make a note to share those questions with the IMO and our communications teams.
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A Note From Legal
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition, the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
New Medtronic has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes the preliminary Joint Proxy Statement of Medtronic and Covidien that also constitutes a preliminary Prospectus of New Medtronic. The registration statement is not complete and will be further amended. Medtronic and Covidien plan to mail to their respective shareholders the final Joint Proxy Statement/Prospectus (including the Scheme) in connection with the transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING THE SCHEME) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MEDTRONIC, COVIDIEN, NEW MEDTRONIC, THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the preliminary Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed with the SEC by New Medtronic, Medtronic and Covidien through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders are able to obtain free copies of the preliminary Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed by Medtronic and New Medtronic with the SEC by contacting Medtronic Investor Relations at investor.relations@medtronic.com or by calling 763-505-2696, and will be able to obtain free copies of the preliminary Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed by Covidien by contacting Covidien Investor Relations at investor.relations@covidien.com or by calling 508-452-4650.
PARTICIPANTS IN THE SOLICITATION
Medtronic, New Medtronic and Covidien and certain of their respective directors and executive officers and employees may be considered participants in the solicitation of proxies from the respective shareholders of Medtronic and Covidien in respect of the transactions contemplated by the Joint Proxy Statement/Prospectus. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective shareholders of Medtronic and Covidien in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Joint Proxy Statement/Prospectus when it is filed with the SEC. Information regarding Medtronic’s directors and executive officers is contained in Medtronic’s Annual Report on Form 10-K for the fiscal year ended April 25, 2014 and its Proxy Statement on Schedule 14A, dated July 11, 2014, which are filed with the SEC. Information regarding Covidien’s directors and executive officers is contained in Covidien’s Annual Report on Form 10-K for the fiscal year ended September 27, 2013 and its Proxy Statement on Schedule 14A, dated January 24, 2014, which are filed with the SEC.
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While I won’t have you read this in full, this is the requisite legal language we must show at the beginning of
any meeting related to the proposed acquisition.
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A Note From Legal
Covidien Cautionary Statement Regarding Forward Looking Statements
Statements contained in this communication that refer to Covidien’s estimated or anticipated future results, including estimated synergies, or other non historical facts are forward looking statements that reflect Covidien’s current perspective of existing trends and information as of the date of this communication. Forward looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “should,”
“estimate,” “expect,” “forecast,” “outlook,” “guidance,” “intend,” “may,” “might,” “will,” “possible,” “potential,” “predict,”
“project,” or other similar words, phrases or expressions. It is important to note that Covidien’s goals and expectations are not predictions of actual performance. Actual results may differ materially from Covidien’s current expectations depending upon a number of factors affecting Covidien’s business, Medtronic’s business and risks associated with the proposed transactions. These factors include, among others, the
inherent uncertainty associated with financial projections; the timing to consummate the proposed transactions; the risk that a condition to closing of the proposed transactions may not be satisfied; the risk that the required regulatory approvals for the
proposed transactions are not obtained, are delayed or are subject to conditions that are not anticipated; New Medtronic’s ability
to achieve the synergies and value creation contemplated by the proposed transactions; the anticipated size of the markets and continued demand for
Medtronic’s and Covidien’s products; New Medtronic’s ability to promptly and effectively integrate Medtronic’s and Covidien’s businesses; the diversion of management time on transaction related issues; competitive factors and market conditions in the industry in which Covidien operates; Covidien’s ability to obtain regulatory approval and customer acceptance of new products, and continued customer acceptance of Covidien’s existing products; and the other risks identified in Covidien’s periodic filings including its Annual Report on Form 10 K for the fiscal year ended September 27, 2013, and from time to time in Covidien’s other investor communications. We caution you that the foregoing list of important factors is not exclusive. In addition, in light of
these risks and uncertainties, the matters referred to in Covidien’s forward looking statements may not occur. Covidien undertakes no obligation to publicly update or revise any forward looking statement as a result of new information, future events or otherwise, except as may be required by law.
Statement Required by the Irish Takeover Rules
The directors of Covidien plc accept responsibility for the information contained in this communication relating to Covidien plc and the directors of Covidien plc and members of their immediate families, related trusts and persons connected with them. To
the best of the knowledge and belief of the directors of Covidien plc (who have taken all reasonable care to ensure such is the case),
the information contained in this communication for which they accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
No Profit Forecast / Asset Valuations
No statement in this communication is intended to constitute a profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding
financial periods for Medtronic, Inc.or Covidien plc or New Medtronic as appropriate. No statement in this communication constitutes an asset valuation.
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Integrity, We will conduct business with Honesty, integrity and honesty in compliance with all laws and Company policy. We Safety are committed to produce products and that are safe and of the highest quality for our customers.
Quality
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as with all meetings we conduct, i also want to begin with stressing our commitment to itegrity, honesty, safety and quality.
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Medtronic to Acquire Covidien
Creates the premier global medical technology and services company with unmatched breadth and patient reach.
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The pending combination of Medtronic and Covidien announced in June represents a tremendous opportunity to create the world’s premier medical technology, services and
solutions company.2
Both companies have an unyielding commitment to the patients and customers we serve, and recognize that we are
privileged to help improve lives and healthcare outcomes around the world. We share a strong work ethic and value innovation, accountability, collaboration and, above all else, having
compassion for those we serve. These shared values will be central to making this transaction successful and working
together in the future.1
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Transforming Healthcare
Together:
$27 Billion Healthcare Leader 87,000+ Employees
Life Changing Impact for Millions of Patients
Every
seconds
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As our respective teams have come together for this integration planning, we have realized the passion
we share for patients around the world. By putting patients’ interests first, we know we will succeed in our efforts
to transform health care. 2
Today, Medtronic impacts a patient every 3 seconds. It is our shared belief that together, we have the
ability to reach and impact more patients than ever before.
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Covidien Vision
Deliver unmatched value to our customers by providing innovative solutions that improve patient outcomes, lower the cost of healthcare delivery and expand global access to care.
Core Values
Accountability Collaboration Compassion Diversity
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At Covidien, our culture is driven by our Vision and Core Values of accountability, compassion, collaboration and diversity.
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Medtronic’s Mission
alleviate pain
restore health
extend life
-written in 19601
1 Medtronic mission statement: http://www.medtronic.com/about us/mission statement/
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Medtronic’s culture revolves around the company’s Mission of alleviating pain, restoring health and extending life for
patients around the world.
Everything – including the way its employees work – is grounded in the Mission, a statement that has remained unchanged for more than 50 years.
Additionally, there are six tenets to the Mission:4
To contribute to human welfare…alleviate pain, restore health, and extend life;
To direct Medtronic’s growth in the areas of maximum strength and ability;
To strive without reserve for the greatest reliability and quality; to be recognized as a company of dedication, honesty, integrity,
and service;
To make a fair profit;
To recognize the personal worth of employees; and
To maintain good citizenship as a company.
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Strong Strategic Fit
Uniquely positioned to expand our industry-leading franchises through our three differentiated strategies:
Therapy Innovation: Delivering strong
launch cadence of meaningful therapies and procedures
&
Globalization:: Addressing the inequities in healthcare access globally
Economic Value: Becoming a leader in value based healthcare by incorporating EV into our DNA
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Let’s talk briefly about how our Covidien vision and strategy aligns with Medtronic’s Mission and strategy.
Both companies share a desire to understand and address the challenges and pressures faced by health care providers
and their patients around the world.3
And, as you can see, the key elements of Medtronic’s strategy do not stray far from our own. The focus
is on innovation, global access, and economic value.
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Evolution of Our Strategic Goals
Strategic
Imperatives
Therapy Innovation
Globalization
Economic Value
2007 2014
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And as you can see here, the Medtronic strategy focused around Therapy Innovation, Globalization and Economic Value is a natural progression of our evolution as a company since 2007 and the introduction of Covidien 2020 last year.
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Expanding Our Comprehensive Portfolio
Neurological Ear, nose and throat
Severe spasticity Sinus diseases
Parkinson’s disease Structural heart Cardiac rhythm Thyroid conditions
Essential tremor Heart valve disease Atrial fibrillation Otologic disorders
Dystonia* Congenital heart disease Slow heart rates Sleep-disordered breathing
Hydrocephalus (bradycardia) Pediatric conditions
Obsessive-compulsive Coronary Fast heart rates Méniére’s disease
disorder* (tachycardia) Thyroidectomy
Brain tumors and lesions Coronary artery disease Heart failure Airway and ventilation
Chronic pain Asymptomatic
Cardio thoracic
Subdural hematomas heart rates
Cranial trauma Interventional lung
Acute ischemic stroke Lobectomy and lung
Brain aneurysm resection
Vascular embolization Diabetes Endovascular
Peripheral vascular disease
Spinal and orthopedic • Arterial
• Venous insufficiency
Cervical degenerative disc disease • Deep vein thrombosis
Scoliosis • End stage renal disease
Degenerative disc disease Aortic aneurysms
Spinal fracture
Lumbar spinal stenosis
Tibial fractures Urological, urogynecological and gastroenterological
Orthopedic trauma
Overactive bladder and urinary retention
Diagnostics and Solutions Nausea and vomiting associated with gastroparesis*
Fecal incontinence
CO2 Interventional GI Bariatric bypass and sleeves
Consciousness • Cholecystectomy Colon resection
Pulse oximetry • Appendectomy Hemorrhoidectomy
Skin integrity Nutrition delivery
Barrett’s esophagus
Patient & caregiver safety Hysterectomy, fibroids and sterilization
Capsule endoscopy
Salpingo-oophorectomy
* Humanitarian device in the United States – the effectiveness for this use has
not been demonstrated
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When you look at this slide, you can see how there is very little overlap between the two companies’ portfolios
(MDT White, COV Yellow).
It’s impressive to see how Covidien and Medtronic, combined, can deliver a portfolio of products and services that is unmatched in today’s market.
The talent and commitment that exists among the teams at Medtronic and Covidien is powerful and has always been a source of pride for our leaders. There is much to look forward to in our future and,
together, building on our ability to deliver new value to our customers, patients, shareholders and each other.1
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Integration overview
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I’d like to end with just a quick overview of the integration process and guiding
principles that the IMO has set for the various teams involved in this effort.
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Guiding Principles
Operate as independent companies until close
Keep focused on business momentum
Plan for integration now to be ready for Day 1
Focus on creating lasting value
Communicate frequently and openly
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First and foremost, until the closing of the transaction, Medtronic and Covidien will continue to operate as independent companies.
For important legal and regulatory reasons, we cannot jointly approach customers, share non-public information or work
together in the marketplace until the transaction closes.
Any exchange of commercial information between the two companies can only be conducted by a member of the
integration planning team.
It is important that we remain focused on delivering on our commitments for this year and putting each of our respective
companies in the strongest position possible.
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Integration Team Structure
Steering Committee
Integration Management Office
Functional/Business/Product/Regional Teams
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We are off to a positive start in planning the integration of Medtronic and Covidien. As we have previously said, this proposed combination will accelerate Medtronic’s three strategic
levers of Therapy Innovation, Globalization and Economic Value in realizing our vision to transform healthcare around
the world.
Recently, we announced the structure our companies have created to govern the integration planning process. A Joint Steering Committee (JSC), comprised of senior leaders from both companies, will oversee the process.
They will make key decisions which we, in turn, will implement through our
co-leadership of the Integration Management Office (IMO).
Co-leaders for Medtronic and Covidien for the IMO in the areas of Strategy, Finance, Communication and Organization have been named for Medtronic and
Covidien. These leaders assisted in launching the Functional and the Business/Product Integration Teams announced recently. The
co-leaders from these teams will be accountable for developing detailed integration plans covering the functions and
businesses
of the combined company. Their focus will be to ensure the readiness of the new Medtronic when we begin operating as
one
company after the transaction closes.
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Integration: Present, Future
Right now…
Planning
Assessing Value
Defining Culture
Next Steps…
Complete “Bootcamps”
Establish cost-saving targets
Communicate
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So what is the IMO working on now and what are their next steps?
Right now…
Planning: maintaining governance of the integration process and putting various operating mechanisms in
place to help us get to our goals.
Value: Making sure that our functional work streams achieve the savings targets that we need to in support of
the new organization.
Culture: gain understanding of the cultural similarities and difference between Covidien and Medtronic, and shape what the new culture of the combined company will be.
Beyond the functional tasks, we have teams looking at some of the big picture issues and decisions. For example:
How might our two companies do things differently to accelerate growth?
Should certain product and service portfolios be handled by us or by Medtronic or both?
What’s the best way to go to market?
How do we approach our providers and hospitals as this new business entity?
We have very capable people working on developing the answers to all of these questions. But it is important to
note that, while we know the questions are out there (EXPAND ON THIS WITH QUESTIONS YOUR SPECIFIC TEAM MAY HAVE),
we are obligated to wait until after the transaction closes before we can communicate the answers broadly.
Next Steps:
Second IMO boot camp being held in Zurich end of August. These bootcamps, as we’re calling them, are comprehensive
training sessions for the functional and regional IMO teams.
Establish and finalize targets for cost-savings
Communications: Ensuring that employees stay informed about what is happening with regard to the integration
planning efforts.
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Q&A
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Integrating two world class companies will require the dedication and commitment not just of these leaders but of many employees throughout our organizations. We recognize that many of you remain uncertain about what the integra
tion will mean to you and how the future Medtronic will be structured and operate. We remain committed to keeping you
informed of the activities of the IMO and about the transaction overall.2
I’d now like to take some time to hear what’s on your mind, and answer questions you may have. As I mentioned earlier,
if I don’t know the answer, I will be sure to forward along the question to the IMO and communications teams for consideration.
As a reminder, there are FAQs posted to the Pulse that are being updated regularly. You should plan to reference them
often,
as many of the questions you may have are likely addressed there.
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Appendix: Content Sources Referenced in Notes
1: 6/23 Joint Message from Medtronic and Covidien CEOs
2: 8/7 IMO announcement
3: Covidien Narrative Map
4: 8/5 Covidien Published FAQs
5. IMO Functional and Business/Product Integration Team Leads