 Town Hall
Meeting August 12, 2014
Omar Ishrak
Chairman and CEO
Medtronic, Inc.
Filed by Medtronic, Inc. (SEC File No.: 001-07707)
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
Date: August 12, 2014 |
 Medtronic to
Acquire Covidien Creates the premier global medical technology and services
company with unmatched breadth and patient reach |
 About
Medtronic |
 Fulfilling Unmet
Medical Needs |
 The Medtronic
Mission: A Shared Sense of Purpose
To contribute to human welfare…alleviate pain,
restore health, and extend life…
To direct our growth in the areas of maximum
strength and ability…to continuously build on these
areas through education and knowledge…
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…
To maintain good citizenship as a company.
”
“ |
 Improve Clinical
Outcomes
Expand Access
Optimize Cost
and Efficiency
Universal Healthcare Needs |
 Economic
Value Globalization
Strategies
Therapy
Innovation
Universal HC needs
Improve clinical
outcomes
Expand access
Optimize cost
and efficiency
Strategies to Address Healthcare Needs |
 Three Business
Groups Address Broad Spectrum of Diseases
The data in this chart has been intentionally rounded to the nearest
whole percentage and therefore does not sum to 100%.
Cardiac Rhythm
& Heart Failure
30%
Coronary &
Structural Heart
18%
Aortic & Peripheral
5%
Diabetes
9%
Surgical
Technologies
9%
Neuromodulation
11%
Spine
19% |
 Overview of
Medtronic Business in Latin America •
Region sells products from CVG, RTG
and Diabetes
•
50% sold direct by Medtronic field
employees and 50% sold via distributors
•
CVG business represents 70% of all sales
•
We are continuing to implement our strategy
to move to direct operations
•
510 direct employees (275 are field)
+ 1150 indirect field (distributor-based)
•
Total Revenue is $475 million |
 Areas of Focus and
Growth Brazil
Mexico
Colombia
Growth: 18% CAGR over the past 5 years |
 Regional
Highlights – Medtronic Philanthropy
•
Medtronic Philanthropy is increasingly investing in Brazil
through Health Access grants with cardiac and diabetes-
related organizations
•
Philanthropic efforts underway in all locations with direct
employees
•
Continued focus to implement Health Access Solutions
programs to support hospitals in building their infrastructure
to better serve patients in the region |
 Strategic
Fit |
 Combination
Results in Strategic Diversification Surgical
Surgical
Solutions
Solutions
Respiratory &
Respiratory &
Patient Care
Patient Care |
 Therapy
Innovation: Therapy Innovation:
Delivering strong
launch cadence of meaningful therapies
and procedures
Globalization:
Globalization:
Addressing the inequities
in healthcare access globally
Economic Value:
Economic Value:
Becoming a leader
in value-based healthcare by incorporating
EV into our DNA
&
Uniquely positioned to expand our industry-
leading franchises through our three
differentiated strategies:
A Strong Strategic Fit |
 Three Key Benefits
for Medtronic and Covidien Therapy Innovation
Therapy
Innovation
1.
Strengthen and enhance Peripheral
Vascular and Neuroscience portfolios
2.
Leverage adjacencies in Medtronic
Surgical Technologies and Covidien
Surgical Solutions
3. Accelerate market adoption of early
stage Covidien therapies |
 Combined Company
Immediately Accelerates Ability to Expand Global Access
countries
150
+
locations
300
+
combined
EM revenue
$3.7B
Broader presence facilitates more rapid expansion
Covidien products such as surgical tools and capital
equipment are adopted earlier in hospitals, becoming
a base for Medtronic chronic disease therapies
Combined R&D and manufacturing breadth globally
enables broader government partnerships |
 Opportunities to
Become Robust Unmatched Integrated Health Solutions Partner
Economic Value
Value primarily realized in
post-acute settings
Value primarily realized in
hospital efficiencies
Cath Lab Managed Services
(Europe)
Cardiac & Vascular
Line Administrator (U.S.)
General Surgery
Line Administrator (U.S.)
General Surgery Managed
Services (Europe)
Cardiocom
Covidien Sensors |
 Integration
Guidelines |
 Guiding Principles
for Integration •
Continue to act as independent
companies until transaction close
•
Keep focus and protect current
business momentum in our
respective companies
•
Plan for integration now to be
ready for Day 1 post-close
•
Focus on creating lasting value
beyond stated cost synergies
•
Frequent, open communication
on key decisions |
 Integration Team
Structure Integration Leads
Medtronic
Covidien
Medtronic
Covidien
Geoff Martha
Bill Burke
Integration Management Office (IMO)
Medtronic
Covidien
Steering Committee
Strategy & Master Planning
Medtronic
Covidien
BUs/Franchises
Medtronic
Covidien
Finance
Medtronic
Covidien
Baseline & Value Capture
Medtronic
Covidien
Culture, Change Mgmt, Comms
Medtronic
Covidien
Talent Management Processes
Medtronic
Covidien
Regions
Medtronic
Covidien
Growth Acceleration
Medtronic
Covidien
Human Resources
Medtronic
Covidien
IT
Medtronic
Covidien
Mfg/Supply Chain
Medtronic
Covidien
Legal/Gov’t Affairs
Medtronic
Covidien
Clinical/Regulatory
Medtronic
Covidien
Quality
Medtronic
Covidien
Cross-functional teams
Commercial teams
Functional teams
Strategy & Business Dev
Medtronic
Covidien |
 Combined Impact |
 Accelerating
Covidien Early Stage Therapies Interventional Lung: For Lung Cancer
Interventional GI
(Barrett's):
For Barrett's Esophagus (pre-cancerous)
Stroke: SWIFT PRIME Clinical Trial
Open to Minimally Invasive Surgery:
e.g. Bariatric Minimally Invasive Surgery
Capnography: CO Monitoring
2 |
 Transforming
Healthcare Around the World to Improve More Lives
Every
3
seconds
Together:
$27 Billion Healthcare Leader
87,000+ Employees
Life-Changing Impact for Millions
of Patients |
 ?
Q&A |
 Disclaimers
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. |
 Disclaimers
(cont’d) 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 final 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. |
 Disclaimers
(cont’d) Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this communication that refer to New Medtronic’s, Medtronic's
and/or Covidien’s estimated or anticipated future results, including estimated
synergies, or other non-historical facts are forward-looking statements that reflect Medtronic's and/or 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 these goals and
expectations are not predictions of actual performance. Actual results may differ
materially from current expectations depending upon a number of factors affecting New
Medtronic's business, Medtronic's business, Covidien’s business and risks
associated with the proposed transactions. These factors include, among others, the inherent
uncertainty associated with financial projections; restructuring in connection with,
and successful close of, the Covidien acquisition; subsequent integration of the Covidien acquisition and the ability to recognize the anticipated
synergies and benefits of the Covidien acquisition; 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; the anticipated size of the markets and continued demand for Medtronic's and Covidien's products; the impact of
competitive products and pricing; access to available financing (including financing for the
acquisition or refinancing of Medtronic or Covidien debt) on a timely basis and on
reasonable terms; the risks of fluctuations in foreign currency exchange rates; the risks and uncertainties normally incident to the medical device industry,
including competition in the medical device industry; product liability claims; the difficulty
of predicting the timing or outcome of pending or future litigation or government
investigations; variability of trade buying patterns; the timing and success of product
launches; the difficulty of predicting the timing or outcome of product development
efforts and regulatory agency approvals or actions, if any; potential for adverse pricing movement; costs and efforts to defend or enforce
intellectual property rights; difficulties or delays in manufacturing; reduction or
interruption in supply; product quality problems; the availability and pricing of third-
party sourced products and materials; risks associated with self-insurance and commercial
insurance; successful compliance with governmental regulations applicable
to
New
Medtronic’s,
Medtronic's
and
Covidien's
facilities,
products
and/or
businesses;
changes
in
the
laws
and
regulations,
affecting
among
other
things,
pricing and reimbursement of pharmaceutical products; health care policy changes; risks
associated with international operations; changes in tax laws or interpretations
that
could
increase
New
Medtronic's,
Medtronic’s
and/or
Covidien’s
consolidated
tax
liabilities,
including,
if
the
transaction
is
consummated,
changes in tax laws that would result in New Medtronic being treated as a domestic corporation
for United States federal tax purposes; the loss of key senior management or scientific
staff; and such other risks and uncertainties detailed in Medtronic's periodic public filings with the SEC, including but not limited to
Medtronic's Annual Report on Form 10-K for the fiscal year ended April 25, 2014, in
Covidien’s periodic public filings with the SEC, including but not limited to
Covidien’s
Annual
Report
on
Form
10-K
for
the
fiscal
year
ended
September
27,
2013,
and
from
time
to
time
in
Medtronic's
and
Covidien’s
other
investor
communications.
Except
as
expressly
required
by
law,
each
of
New
Medtronic
and
Medtronic
disclaims
any
intent
or
obligation
to
update
or
revise
these
forward-
looking statements. |
 Disclaimers
(cont’d) Statement Required by the Irish Takeover Rules
The directors of Medtronic accept responsibility for the information contained in this
document. To the best of the knowledge and belief of the directors of Medtronic
(who
have
taken
all
reasonable
care
to
ensure
that
such
is
the
case),
the
information
contained
in
this
document
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 announcement 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 or Covidien or New Medtronic as
appropriate. No statement in this announcement constitutes an asset valuation.
|
 Town Hall
Meeting Omar Ishrak
Chairman and CEO
Medtronic, Inc. |