 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 |
 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 |
 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 |
 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
&
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
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 |
 Overview of
Covidien Business in Latin America •
Businesses represented include Surgical
Solutions, Vascular Therapies, Medical
Supplies, Respiratory & Monitoring
Systems and Technical Services
•
Latin America business divided into six
clusters: Mexico, CariCam, Andean, Brazil,
Southern Andes and Argentina
•
LATAM growing at 15% -
3x medtech
market growth in region
•
1241 direct employees; 87 distributors
•
Revenue of $319M YTD (June FY2014) |
 Cath Lab Managed
Services (Europe)
Cardiac & Vascular
Line Administrator (U.S.)
General Surgery
Line Administrator (U.S.)
General Surgery Managed
Services (Europe)
Opportunities to Become Robust Unmatched
Integrated Health Solutions Partner
Economic Value
Value primarily realized in
post-acute settings
Cardiocom
Value primarily realized in
hospital efficiencies
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
2
Monitoring |
 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
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.
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. |
    Town Hall
Meeting Omar Ishrak
Chairman and CEO
Medtronic, Inc. |