Form 425 - Retiree Webcast
Covidien Acquisition
Information Session
August 11, 2014
Omar Ishrak
Gary Ellis
Chairman and CEO
EVP and Chief Financial Officer
Medtronic, Inc.
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 11, 2014


Medtronic to Acquire Covidien
Creates the premier global medical technology and services
company with unmatched breadth and patient reach


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.


Changing Global Healthcare Environment
Increasing Burden of
Chronic Disease
Aging of the Population
Broader Base of
Stakeholders
Rising Cost Pressures
Priority of Healthcare in
Emerging Markets


Improve Clinical
Outcomes
Expand Access
Optimize Cost
and Efficiency
Universal Healthcare Needs


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 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


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


Combination Results in Strategic Diversification
Surgical
Solutions
Respiratory &
Patient Care


Diagnostics and Solutions
Peripheral vascular disease
Arterial
Venous insufficiency
Deep vein thrombosis
End stage renal disease
Aortic aneurysms
Further Expanding Our Comprehensive Portfolio
Diabetes
Neurological
Spinal and orthopedic
Ear, nose and throat
Structural heart
Endovascular
Coronary
Cardiac rhythm
Severe spasticity
Parkinson’s disease
Essential tremor
Dystonia*
Hydrocephalus
Obsessive-compulsive
disorder*
Brain tumors and lesions
Chronic pain
Subdural hematomas
Cranial trauma
Cervical degenerative disc disease
Scoliosis
Degenerative disc disease
Spinal fracture
Lumbar spinal stenosis
Tibial fractures
Orthopedic trauma
Sinus diseases
Thyroid conditions
Otologic disorders 
Sleep-disordered breathing
Pediatric conditions
Ménière’s disease
Heart valve disease
Congenital heart disease
Overactive bladder and urinary retention
Nausea and vomiting associated with gastroparesis*
Fecal incontinence
Atrial fibrillation
Slow heart rates
(bradycardia)
Fast heart rates
(tachycardia) 
Heart failure
Asymptomatic
heart rates
Cardio-Pulmonary
Urological, urogynecological and gastroenterological
Acute ischemic stroke
Brain aneurysm
Vascular embolization
Thyroidectomy
Airway access
Interventional GI
Cholecystectomy
Appendectomy
Barrett’s esophagus
Capsule endoscopy
Bariatric bypass and sleeves
Colon resection
Hemorrhoidectomy
Nutrition delivery
Hysterectomy
Fibroids
Salpingo-oophorectomy (sterilization)
CO2 and Respiration
Consciousness
Oximetry (pulse and bi-spectral)
Skin integrity
Patient & caregiver safety
* Humanitarian
device
in
the
United
States
the
effectiveness
for
this
use
has
not been demonstrated
Coronary artery disease
Interventional lung
Lobectomy/resection
Mechanical ventilation


Shareholder Benefits


Acquisition of Covidien for $42.9 billion in cash ($16.1 billion) and
Medtronic stock ($26.8 billion based on Medtronic’s closing stock price
on
June
13,
2014,
the
last
trading
day
prior
to
the
announcement
of
the
acquisition)
Covidien shareholders to own ~30% of the combined company at
closing
Cash consideration to be funded by ~$3 billion in new debt and ~$13
billion in cash and investments
Medtronic to assume ~$5 billion of Covidien debt
Represents per share consideration for Covidien shareholders of:
$35.19 in cash and 0.956 shares of new Medtronic shares
Offer represents a 29% premium to  Covidien’s last closing share price
on June 13, 2014
Covidien Transaction Summary
Transaction
Transaction
Terms
Terms
Transaction
Transaction
Structure
Structure
Formation of newly domiciled Irish entity; current headquarter
operations remain intact in Minnesota
Transaction taxable, for U.S. federal income tax purposes, to Medtronic
and Covidien shareholders
Timing
Timing
Closing expected in fourth calendar quarter of 2014  or early 2015
Subject to regulatory approvals
Subject to Medtronic and Covidien shareholder approvals


Key Facts: Taxable Transaction
Upon the Closing Date, each outstanding Medtronic, Inc. common share
will
be
cancelled
and
automatically
converted
into
one
Medtronic
plc
ordinary share
For U.S. shareholders that hold Medtronic, Inc. shares on the Closing Date,
this will be considered a taxable transaction and they will generally
recognize a taxable capital gain or loss
All Medtronic shareholders, including Medtronic directors and officers
who own shares, are subject to tax on the exchange of their Medtronic, Inc.
shares
for
Medtronic
plc
ordinary
shares.
Medtronic
is
not
providing
any
payments to directors or officers to cover this tax
This type of structure was the only available structure that provides
Medtronic access to cash at Covidien without incurring an additional tax
to invest that cash in the U.S.
We encourage shareholders to contact their tax and financial advisors for
personal advice


Special Excise Tax is an Additional Tax
All Medtronic
shareholders, including
Medtronic directors and
officers who own shares,
are subject to tax on the
exchange of their
Medtronic, Inc. shares
for Medtronic plc
ordinary shares.
Medtronic is not
providing any payments
to directors or officers to
cover  this tax.
Special Excise Tax
This excise tax is in addition to the tax on the
exchange  of shares and is not applicable to any
other
employees
or
retirees
of
the
company.
It
is
a
tax applicable only to Section 16b officers of
Medtronic as well as members of the Board of
Directors.
Because this excise tax is separate and incremental
to
the
tax
on
the
exchange
of
shares
that
applies
for all shareholders, including  directors and officers
of the company, Medtronic will assist directors and
officers using a tax "gross-up."
This will result in those shareholders being in the
same tax position
as all other shareholders.
Shareholder Tax on
the Transaction


Key Facts: Federal, State and Local Tax Position
The current U.S. tax code limits our ability to invest foreign earnings
back into clinical research, product development and high-paying U.S.
jobs
The proposed Covidien acquisition adheres to U.S. and International tax
laws
Medtronic will continue to pay taxes in all jurisdictions where revenues
are realized
Medtronic will also continue to be subject to all U.S. tax laws:
Federal:
35%
tax
rate
State:
up
to
12%
depending
on
each
state’s
corporate
tax
rate
Local:
up
to
9.25%
depending
on
the
facility
and
employee
location


Medtronic commits additional $10B of incremental
technology investments in U.S. over next 10 years
Acquisition and Venture
Investments: $8.3B+
invested in 80+ U.S.-
based companies*
$8.3B+
Clinical research:
$450M invested annually
in clinical trials and
studies
(~76% in the U.S.)
$450M
R&D:  $11B+
invested in the
U.S.*
$11B+
*Over last 10 years
Continued Focus on Innovation Leadership


Combined Impact


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
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.
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.


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.
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.