8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 6, 2010

ev3 Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-51348	32-0138874
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3033 Campus Drive Plymouth, Minnesota	55441
(Address of Principal Executive Offices)	(Zip Code)

(763) 398-7000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On July 6, 2010, ev3 Inc., a Delaware corporation (“ev3”), announced that that it has reached an agreement with the plaintiffs to settle the claims asserted in the purported shareholder class action lawsuits related to the proposed acquisition of ev3 by Covidien Group S.a.r.l., a Luxembourg company (“Parent”), through Parent’s wholly-owned subsidiary, COV Delaware Corporation, a Delaware corporation (“Purchaser”). The cases are being heard in the District Court of Hennepin County, Minnesota and the Court of Chancery of the State of Delaware.

     As previously disclosed, the purchase price for the proposed acquisition is $22.50 per share of ev3’s common stock, par value $0.01 per share (“Share”), in cash, without interest, subject to any withholding of any federal, state, local and foreign taxes, and other assessments of any nature whatsoever imposed by a taxing authority (the “Offer Price”). ev3 has granted to Purchaser an option (the “Top-Up Option”), exercisable in whole but not in part on one occasion, to purchase, at a price per Share equal to the Offer Price, an aggregate number of Shares (the “Top-Up Option Shares”) equal to the lowest number of Shares that, when added to the number of Shares owned by Purchaser, Parent and their subsidiaries, at the time of such exercise, will constitute one Share more than 90% of the outstanding Shares (assuming the issuance of the Shares pursuant to the Top-Up Option but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered).

     In connection with the settlement of the litigation the Parent, Purchaser and ev3 entered into Amendment No. 1 to the Agreement and Plan of Merger (the “Merger Agreement”), which includes, among other things, (i) a statement that the par value of any Top-Up Option Shares will be paid in cash, (ii) a statement of the terms of the promissory note that may be issued as payment for the Top-Up Option Shares, as agreed to by the ev3 board of directors; (iii) a clarification of how Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee are treated for purposes of the Top-Up Option; and (iv) a prohibition on amending certain provisions of the Merger Agreement in a manner that adversely affects the rights of other ev3 stockholders after the Purchaser becomes the majority stockholder.

     A copy of ev3’s July 6, 2010 press release containing this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
99.1	ev3 Press Release dated July 6, 2010 (filed herewith)

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 6, 2010	ev3 Inc.
	By:	/s/ Kevin M. Klemz
		Name:	Kevin M. Klemz
		Title:	Senior Vice President, Secretary and Chief Legal Officer

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ev3 INC.
CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
99.1	ev3 Press Release dated July 6, 2010	Filed herewith

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EX-99.1

Exhibit 99.1

CONTACT INFORMATION:

INVESTORS and MEDIA:
Julie Tracy
Sr. Vice President, Chief Communications Officer
ev3 Inc.
(949) 680-1375
jtracy@ev3.net

ev3 Inc. Agrees to Settle Stockholder Litigation

PLYMOUTH, Minn. — July 6, 2010 — ev3 Inc. (NASDAQ: EVVV), a global endovascular device company, today announced that it has reached an agreement with the plaintiffs to settle the claims asserted in the purported stockholder class action lawsuits related to Covidien’s proposed acquisition of ev3. The cases are being heard in the District Court for the State of Minnesota, Hennepin County and the Court of Chancery of the State of Delaware.

On July 2, 2010, ev3 and the other defendants and the plaintiffs in the lawsuits executed a memorandum of understanding to settle all claims asserted in the lawsuits, subject to, among other things, confirmation from plaintiffs’ counsel following confirmatory discovery, that the proposed settlement is fair, adequate and reasonable, the execution of a stipulation of settlement, and approval by the Chancery Court of the State of Delaware. The memorandum of understanding provides, among other things, that ev3 shall make supplemental disclosures to its Solicitation/Recommendation Statement on Schedule 14D-9 and make certain amendments to the merger agreement related to Covidien’s proposed acquisition of ev3. Later today, ev3 will file an amendment to its Schedule 14D-9 with the Securities and Exchange Commission (SEC) to make such disclosures.

On June 11, 2010, Covidien commenced its tender offer to acquire all the outstanding shares of common stock of ev3 at a price of $22.50 per share in cash. The tender offer is scheduled to expire at 12:00 midnight, New York City time, at the end of the day on Friday, July 9, 2010, unless it is extended. The ev3 board of directors has unanimously recommended that ev3 stockholders accept the tender offer, tender their shares of ev3 common stock in the tender offer, and if necessary, adopt the merger agreement.

Complete terms and conditions of the tender offer are set forth in the offer to purchase, letter of transmittal and other related materials filed with the SEC by Covidien Group S.a.r.l. and COV Delaware Corporation on June 11, 2010 with the tender offer statement on Schedule TO, as amended.

About ev3 Inc.

Since its founding in 2000, ev3 has been dedicated to developing breakthrough and clinically proven technologies for the endovascular treatment of peripheral vascular and neurovascular diseases. The company offers a comprehensive portfolio of treatment options, including the primary interventional technologies used today — plaque excision systems, peripheral angioplasty balloons, stents, embolic protection devices, liquid embolics, embolization coils,

flow diversion, thrombectomy catheters and occlusion balloons. More information about the company and its products can be found at http://www.ev3.net.

ev3 and the ev3 logo are trademarks of ev3 Inc. and its subsidiaries, registered in the U.S. and other countries.

Forward-Looking Statements

This release contains forward-looking statements that are not historical facts. ev3 has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this release include without limitation statements regarding the expected timing of the completion of the transaction, the results of the confirmatory discovery by plaintiffs’ counsel, the results of the review of the settlement of the stockholder litigation by the Court of Chancery of the State of Delaware, and the satisfaction of various other conditions to the closing of the transaction contemplated by the merger agreement. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause results to differ from expectations include: the results of the confirmatory discovery by plaintiffs’ counsel, the results of the review of the settlement of the stockholder litigation by the Court of Chancery of the State of Delaware; uncertainties as to the timing of the transaction; uncertainties as to how many of ev3’s stockholders will tender their shares in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; other business effects, including the effects of industry, economic or political conditions of Covidien’s and ev3’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in Covidien plc’s and ev3’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” sections of Covidien plc’s and ev3’s most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, as well as the tender offer documents filed by COV Delaware Corporation, a wholly-owned subsidiary of Covidien Group S.a.r.l., and the Solicitation/Recommendation Statement filed by ev3. ev3 does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this announcement are qualified in their entirety by this cautionary statement.

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