Edgar Filing: Covidien plc

Form 425 - Ishrak Town Hall Presentation for Covidien

Town Hall Meeting

July 9, 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

SEC File No.: 001-33259

Date: July 9, 2014

Medtronic to Acquire Covidien

Creates the premier global medical technology and services

company with unmatched breadth and patient reach

Agenda

About Medtronic

Strategic Fit

Integration Guidelines

Combined Impact

Q&A

COVIDIEN

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 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

Disease

Management

30%

Coronary

11%

Structural

Heart

Endovascular Therapies

Diabetes

Surgical

Technologies

Neuromodulation

11%

Spine

19%

Strategic Fit

Combination Results in Strategic Diversification

Restorative

Therapies Group

Spine

Neuromodulation

Surgical

Technologies

Cardiac and

Vascular Group

Cardiac Rhythm

Structural Heart

Coronary Vascular

Endovascular

Diabetes

Group

Surgical

Solutions

Respiratory &

Patient Care

Vascular

Therapies

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

COVIDIEN

Three Key Benefits for Medtronic and Covidien

Therapy Innovation

Therapy

Innovation

Strengthen and enhance Peripheral Vascular

and Neuroscience portfolios

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

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

Broader presence facilitates more rapid expansion

A Robust and Unmatched Integrated Health

Solutions Partner

Diagnostic, Surgical,

and Critical Care

Technologies

Value primarily realized in

hospital efficiency

Chronic Disease

Therapies

Value primarily realized in

post-acute setting

Economic Value

COVIDIEN

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

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

Transforming Healthcare Around the World

to Improve More Lives

Every

seconds

Together:

$27 Billion Healthcare Leader

87,000+ Employees

Life-Changing Impact for Millions of Patients

Q&A

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 will file with the Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 that will include the Joint Proxy Statement of

Medtronic and Covidien that also constitutes a Prospectus of New Medtronic. Medtronic and Covidien plan to mail to their respective shareholders the Joint Proxy

Statement/Prospectus (including the Scheme) in connection with the transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT MEDTRONIC, COVIDIEN, NEW MEDTRONIC, THE TRANSACTIONS AND RELATED

MATTERS. Investors and security holders will be able to obtain free copies of the 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 will be

able to obtain free copies of the 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 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 12,

2013, 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.

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 Securities and Exchange Commission, 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 Securities and Exchange Commission, 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.

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.

Town Hall Meeting

Omar Ishrak

Chairman and CEO

Medtronic, Inc.