0001193125-18-279304.txt : 20180921 0001193125-18-279304.hdr.sgml : 20180921 20180921060805 ACCESSION NUMBER: 0001193125-18-279304 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180921 DATE AS OF CHANGE: 20180921 GROUP MEMBERS: COVIDIEN GROUP S.A.R.L. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAZOR ROBOTICS LTD. CENTRAL INDEX KEY: 0001566844 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87479 FILM NUMBER: 181080498 BUSINESS ADDRESS: STREET 1: 5 SHACHAM ST. STREET 2: PO BOX 3104 CITY: CAESAREA NORTH INDUSTRIAL PARK STATE: L3 ZIP: 3088900 BUSINESS PHONE: 97246187101 MAIL ADDRESS: STREET 1: 5 SHACHAM ST. STREET 2: PO BOX 3104 CITY: CAESAREA NORTH INDUSTRIAL PARK STATE: L3 ZIP: 3088900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Medtronic plc CENTRAL INDEX KEY: 0001613103 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 000000000 FISCAL YEAR END: 0424 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 20 ON HATCH, LOWER HATCH STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 01135314381700 MAIL ADDRESS: STREET 1: 20 ON HATCH, LOWER HATCH STREET CITY: DUBLIN STATE: L2 ZIP: 2 FORMER COMPANY: FORMER CONFORMED NAME: Medtronic Ltd DATE OF NAME CHANGE: 20150112 FORMER COMPANY: FORMER CONFORMED NAME: Medtronic Holdings Ltd DATE OF NAME CHANGE: 20140711 FORMER COMPANY: FORMER CONFORMED NAME: Kalani I Ltd DATE OF NAME CHANGE: 20140709 SC 13D 1 d595887dsc13d.htm SC 13D SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO §240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Mazor Robotics Ltd.

(Name of Issuer)

American Depository Shares

Represented by American Depository Receipts

(Each Representing Two Ordinary Shares,

Par Value NIS 0.01 Per Share)

(Title of Class of Securities)

57886P103

(CUSIP Number)

Bradley E. Lerman, Esq.

Senior Vice President, General Counsel and

Corporate Secretary

Medtronic plc

20 Lower Hatch Street

Dublin 2, Ireland

Telephone: (763) 514-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 20, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box:  ☒

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 57886P103   13D    Page 2 of 6 Pages

 

  (1)   

Names of reporting persons

 

Medtronic plc

  (2)  

Check the appropriate box if a member of a group (see instructions)*

(a)  ☐        (b)  ☐

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

AF, WC

  (5)  

Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)  ☐

 

  (6)  

Citizenship or place of organization

 

Ireland

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      (7)    

Sole voting power

 

0

     (8)   

Shared voting power

 

4,208,790 (1)

     (9)   

Sole dispositive power

 

0

   (10)   

Shared dispositive power

 

4,208,790 (1)

(11)  

Aggregate amount beneficially owned by each reporting person

 

4,208,790 (1)

(12)  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐

 

(13)  

Percent of class represented by amount in Row (11)

 

15.2% (2)

(14)  

Type of reporting person (see instructions)

 

OO, HC

(1)

Comprised of (i) 2,998,790 American Depositary Shares, which represent 5,997,580 ordinary shares in the aggregate, and (ii) freely exercisable warrants to purchase an additional 1,210,000 American Depositary Shares (or 2,420,000 ordinary shares), all of which are held by Covidien Group S.a.r.l. (“Covidien”), with which the Reporting Person shares beneficial ownership by virtue of its control of Covidien.

(2)

This percentage is based on 53,074,267 outstanding ordinary shares, in accordance with the capitalization information reflected in the Merger Agreement (as defined and described in Item 4 below), and an additional 2,420,000 ordinary shares which may be acquired pursuant to the warrants described in footnote 1 above.

 

Page 2 of 6

CUSIP No. 57886P103   13D    Page 3 of 6 Pages

 

  (1)   

Names of reporting persons

 

Covidien Group S.a.r.l.

  (2)  

Check the appropriate box if a member of a group (see instructions)*

(a)  ☐        (b)  ☐

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

AF, WC

  (5)  

Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)  ☐

 

  (6)  

Citizenship or place of organization

 

Luxembourg

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

      (7)    

Sole voting power

 

0

     (8)   

Shared voting power

 

4,208,790 (1)

     (9)   

Sole dispositive power

 

0

   (10)   

Shared dispositive power

 

4,208,790 (1)

(11)  

Aggregate amount beneficially owned by each reporting person

 

4,208,790 (1)

(12)  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐

 

(13)  

Percent of class represented by amount in Row (11)

 

15.2% (2)

(14)  

Type of reporting person (see instructions)

 

OO, HC

 

(1)

Comprised of (i) 2,998,790 American Depositary Shares, which represent 5,997,580 ordinary shares in the aggregate, and (ii) freely exercisable warrants to purchase an additional 1,210,000 American Depositary Shares (or 2,420,000 ordinary shares), all of which are held by the Reporting Person.

(2)

This percentage is based on 53,074,267 outstanding ordinary shares, in accordance with the capitalization information reflected in the Merger Agreement (as defined and described in Item 4 below), and an additional 2,420,000 ordinary shares which may be acquired pursuant to the warrants described in footnote 1 above.

 

Page 3 of 6

CUSIP No. 57886P103   13D    Page 4 of 6 Pages

 

Item 1

Security and Issuer

The name of the issuer is Mazor Robotics Ltd., an Israeli company (the “Issuer”), which has its principal executive offices at 5 Shacham Street, North Industrial Park, 3088900 Israel. This Statement relates to the Issuer’s American Depository Shares (“ADSs”), represented by American Depository Receipts, each representing two ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”).

 

Item 2

Identity and Background.

Medtronic plc, 20 Lower Hatch Street, Dublin 2, Ireland, an Irish public limited company (“Medtronic”), and its wholly-owned subsidiary, Covidien Group S.a.r.l., 3b, Boulevard Prince Henri, 4th Floor L-1724 Luxembourg, a Luxembourg company (together with Medtronic, the “Reporting Persons”), are jointly filing this Statement. The Reporting Persons are principally engaged in the business of therapeutic medical technology, specializing in implantable and interventional therapies.

Information is provided below with respect to persons who are directors and executive officers of the Reporting Persons (the “Related Persons”). Except as provided below, the business address for each Related Person listed below is 2 Lower Hatch Street, Dublin 2, Ireland.

 

Name

   

Present Principal Occupation

Directors of Medtronic plc:   
Richard H. Anderson    President and Chief Executive Officer, Amtrak, a passenger railroad service; 60 Massachusetts Avenue NE, Washington, DC 20002
Craig Arnold    Chairman and Chief Executive Officer, Eaton Corporation plc, a diversified industrial manufacturer; Fitzwilliam Hall, Fitzwilliam Place, Dublin 2, Ireland
Scott C. Donnelly    Chairman, President and Chief Executive Officer, Textron, Inc., an aerospace and defense company; 40 Westminster Street, Providence, RI 02903
Randall J. Hogan, III    Chairman, nVent Electric plc, an electrical solutions company; 43 London Wall, London EC2M 5TF United Kingdom
Omar Ishrak    Chairman and Chief Executive Officer, Medtronic plc
Shirley A. Jackson, Ph.D.    President, Rensselaer Polytechnic Institute, a private research university and space-grant institution; 110 8th Street, Troy Building, Troy, NY 12180
Michael O. Leavitt    Founder and Chairman, Leavitt Partners, a health care intelligence business; 299 South Main Street, Suite 2300, Salt Lake City, UT 84111
James T. Lenehan    Financial Consultant and Retired Vice Chairman and President, Johnson & Johnson, a pharmaceutical, medical devices and consumer goods manufacturer; 1586 Hampton Road, Rydal, PA 19046
Elizabeth G. Nabel, M.D.    President, Brigham & Women’s Hospital, a hospital and medical center; 75 Francis Street, Boston, MA 02115
Denise M. O’Leary    Private Venture Capital Investor; 618 Mountain Home Road, Woodside, CA 94062
Kendall J. Powell    Former Chairman and Retired Chief Executive Officer, General Mills, a consumer foods manufacturer; One General Mills Boulevard, Minneapolis, MN 55426
Robert C. Pozen    Former Chairman, MFS Investment Management, an asset management company; 500 Boylston Street, Boston, MA 02116
Executive Officers of Medtronic plc (Who Are Not Also Directors):
Michael J. Coyle    Executive Vice President and Group President, Cardiac and Vascular Group
Geoffrey S. Martha    Executive Vice President and Group President, Restorative Therapies Group
Hooman Hakami    Executive Vice President and Group President, Diabetes Group
Richard Kuntz    Senior Vice President and Chief Medical and Science Officer
Bradley E. Lerman    Senior Vice President, General Counsel and Corporate Secretary
John R. Liddicoat    Executive Vice President and President, Americas
Karen L. Parkhill    Executive Vice President and Chief Financial Officer
Carol A. Surface    Senior Vice President and Chief Human Resources Officer
Rob Ten Hoedt    Executive Vice President and President, EMEAC
Robert J. White    Executive Vice President and President, Minimally Invasive Therapies Group
Directors and Executive Officers of Covidien Group S.a.r.l. (Who Are Not Listed Above):
Erik De Gres    Manager
Salvador Sens    Manager
Paul Misere    Manager
Philip J. Albert    Manager

 

Page 4 of 6

CUSIP No. 57886P103   13D    Page 5 of 6 Pages

 

During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. All of the individuals referred to above are United States citizens, with the exception of Rob Ten Hoedt, who is a Dutch citizen; Erik DeGres, who is a Belgian citizen; Salvador Sens, who is a Mexican citizen; and Paul Misere, who is a Dutch citizen.

 

Item 3

Source and Amount of Funds or Other Consideration.

Covidien purchased the ADSs and warrants reported in this Statement directly from the Issuer with cash on hand. The Purchasers (as defined in Item 4 below) intend to fund the aggregate Merger Consideration (as defined in Item 4 below) with cash on hand.

 

Item 4

Purpose of Transaction.

The ADSs and warrants reported in this Statement were acquired by Covidien in connection with a multi-tranche equity investment in the Issuer, pursuant to the terms of a purchase agreement dated May 18, 2016 (the “Purchase Agreement”). The first tranche of the equity investment pursuant to the Purchase Agreement, in which Covidien made an investment of $11.9 million at a price per ADS of $11.42, closed in May 2016. The second tranche of the equity investment pursuant to the Purchase Agreement, in which Covidien made an additional investment of $20 million at a price per ADS of $21.84, closed in August 2016.

On August 29, 2017, Covidien entered into an amendment to the Purchase Agreement (the “Amendment”) and consummated a third tranche equity investment in the Issuer. The third tranche equity investment pursuant to the Purchase Agreement, as amended, in which Covidien made an investment of $40 million at a price per ADS of $38.46, closed in September 2017. In connection with this third tranche equity investment, Covidien was issued immediately exercisable warrants to purchase an additional 1,210,000 ADSs, exercisable for a period of 18 months, in whole or in part, for cash.

The foregoing descriptions of the material terms of the Purchase Agreement and the Amendment are qualified in their entirety by reference to the full text of the Purchase Agreement and the Amendment included as Exhibits 2 and 3 hereto, each of which is incorporated by reference in this Item 4.

On September 20, 2018, Medtronic and certain of its affiliates determined to pursue a potential change of control transaction with the Issuer, and following such determination, subsidiaries of Medtronic, namely Given Imaging Ltd., Oridion Medical 1987 Ltd., Oridion Systems Ltd., Covidien Israel Holding Ltd. (together, the “Purchasers”) and Belinom Ltd. (“Merger Sub”), entered into an Agreement and Plan of Merger with the Issuer (the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly-owned, indirect subsidiary of Medtronic (the “Merger”). At the effective time of the Merger, each outstanding Ordinary Share, including the Ordinary Shares represented by ADSs but excluding Ordinary Shares (i) owned by the Issuer (or held in its treasury) or any of its wholly-owned subsidiaries or (ii) owned by Covidien, will be automatically converted into the right to receive an amount in cash equal to $29.25 (the “Merger Consideration”), with no interest and subject to any applicable withholding taxes.

Upon completion of the Merger, Medtronic will beneficially own 100% of the outstanding equity of the Issuer, and will control the appointment of directors and officers of the Issuer. As a result, Medtronic will have the ability, through its subsidiaries, to amend or replace the constitutive documents of the Issuer and to control other actions of the Issuer. Upon completion of the Merger, (i) the ADSs currently listed on the Nasdaq Stock Market (“Nasdaq”) will cease to be listed on Nasdaq and will subsequently be deregistered under the Act and (ii) the Ordinary Shares currently listed on the Tel Aviv Stock Exchange (“TASE”) will cease to be listed on TASE and will subsequently be deregistered under the Israel Securities Law.

 

Item 5

Interest in Securities of the Issuer.

The information contained on the cover pages of this Statement is incorporated herein by reference.

 

Item 6

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 4 of this Statement is incorporated herein by reference.

 

Item 7

Material to be Filed as Exhibits.

Exhibit 1. Joint Filing Agreement, dated August 22, 2016, by and between Medtronic and Covidien (incorporated by reference to Exhibit 1 to the Statement of Beneficial Ownership on Schedule 13G filed by the Reporting Persons on August 22, 2016).

Exhibit 2. Purchase Agreement, dated May 18, 2016, by and between Covidien and the Issuer (incorporated by reference to Exhibit 4.12 to the Annual Report on Form 20-F filed by the Issuer on May 1, 2017).

Exhibit 3. First Amendment to Purchase Agreement, dated August 29, 2017, by and between Covidien and the Issuer (incorporated by reference to Exhibit 4.16 to the Annual Report on Form 20-F filed by the Issuer on April 30, 2018).

 

Page 5 of 6

CUSIP No. 57886P103   13D    Page 6 of 6 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Dated: September 21, 2018       Medtronic plc
     

/s/ Karen L. Parkhill

      Name: Karen L. Parkhill
      Title: Executive Vice President & Chief Financial Officer
Dated: September 21, 2018       Covidien Group S.a.r.l.
     

/s/ Salvador Sens

      Name: Salvador Sens
      Title: Manager

 

Page 6 of 6