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Noticias
- Título: Medtronic to Acquire Covidien for $42.9 billion in Cash and Stock
- Fecha: 13-06-2014
Creates a Medical Technology and Services Company witha Comprehensive Product Portfolio and Broad Global Reach that is Better Able toImprove Healthcare Outcomes
Meaningfully Accelerates Medtronic's Core Strategiesof Therapy Innovation, Globalization and Economic Value
Combined Revenue of $27 Billion, including $3.7Billion from Emerging Markets
Transaction Expected to be Accretive to Medtronic CashEarnings in FY2016 and Significantly Accretive thereafter
Medtronic Commits to $10 Billion in Additional U.S.Technology Investments Over 10 Years
MINNEAPOLIS AND DUBLIN - June 15, 2014 - Medtronic, Inc. (NYSE: MDT), a global leader in medical technology,services and solutions, and Covidien plc (NYSE: COV), a global healthcaretechnology and medical supplies provider, today announced that they haveentered into a definitive agreement under which Medtronic has agreed to acquireCovidien in a cash-and-stock transaction valued at $93.22 per Covidien share,or a total of approximately $42.9 billion, based on Medtronic's closing stockprice of $60.70 per share on June 13, 2014.
Once the transaction is completed, Medtronic will havesignificantly advanced its position as the world's premier medical technologyand services company. The combined company will have a comprehensive productportfolio, a diversified growth profile and broad geographic reach, with 87,000employees in more than 150 countries. The Boards of Directors of both companieshave unanimously approved the transaction.
'We are excited to reach this agreement with Covidien,which further advances our mission to alleviate pain, restore health and extendlife for patients around the world,' said Omar Ishrak, Chairman and ChiefExecutive Officer of Medtronic. 'This acquisition will allow Medtronic to reachmore patients, in more ways and in more places. Our expertise and portfolio ofservices will allow us to serve our customers more efficiently and betteraddress the demands of the current healthcare marketplace. We also look forwardto welcoming the Covidien team to Medtronic and working together to improvehealthcare outcomes globally.'
'Covidien and Medtronic, when combined, will providepatients, physicians and hospitals with a compelling portfolio of offeringsthat will help improve care and surgical performance,' said José E. Almeida,Chairman, President and Chief Executive Officer of Covidien. 'This transactionprovides our shareholders with immediate value and the opportunity toparticipate in the significant upside potential of the combined organization.I'd like to thank our 38,000 employees whose hard work and dedication hasenabled Covidien to deliver innovative health solutions that improve patientoutcomes.'
Strategic Rationale
The combination with Covidien supports and acceleratesMedtronic's three fundamental strategies:
· Therapy Innovation: With its expanded portfolio of innovativeproducts and services, Medtronic will be a preeminent leader in deliveringtherapy and procedural innovations to address the major disease statesimpacting patients and healthcare costs around the world. Covidien has animpressive portfolio of industry- leading products that enhance Medtronic'sexisting portfolio, offer greater breadth across clinical areas, and createexciting entry points into new therapies.
· Globalization: With a presence in more than 150countries, the combined entity will be better able to serve global marketneeds. Medtronic and Covidien have combined revenues of $13 billion fromoutside the U.S., of which $3.7 billion comes from emerging markets. Covidien'sextensive capabilities in emerging market R&D and manufacturing, joinedwith Medtronic's demonstrated clinical expertise across a much broader productoffering, significantly increases the number of attractive solutions the newcompany will be able to offer to governments and major providers globally.
· Economic Value: Medtronic has adopted an intense focus onaligning with its customers to create more value in healthcare systems aroundthe world - in various delivery and payment systems - by combining products,services and insights into solutions aimed at expanding access and reducinghealthcare costs. With Covidien, Medtronic will be able toprovide a broader array of complementary therapies and solutions that can bepackaged to drive more value and efficiency in healthcare systems. Bothcompanies' deep relationships with healthcare system stakeholders will provideenormous ability to identify and create further value-based solutions.
U.S. Investment Commitment as a Result ofCombination
The U.S. is home to the global medtech industry, one of the most innovativeglobal industries centered in the U.S., and medical devices are among the mostvaluable U.S. exports. The combined company is strongly committed to the U.S.as a healthcare innovator, strategic business partner and employer of choice.
As a direct benefit of the company's new financial structure, Medtronicwill commit to $10 billion in technology investments over the next 10 years inareas such as early stage venture capital investments, acquisitions and R&Din the U.S., above and beyond Medtronic's and Covidien's existing plans.
'The medical technology industry is critical to the U.S. economy, and wewill continue to invest and innovate and create well-paying jobs,' said Mr.Ishrak. 'Medtronic has consistently been the leading innovator and investor inU.S. medtech, and this combination will allow us to accelerate thoseinvestments. These investments ultimately produce new therapy and treatmentoptions that improve or save lives for millions of people around the world.'
Structure and Governance
After the completion of the transaction, the businesses of Medtronic andCovidien will be combined under a new entity to be called Medtronic plc. Itwill have its principal executive offices in Ireland, where Covidien's currentheadquarters resides and where both companies have a longstanding presence.Medtronic plc will be led by Mr. Ishrak, and will continue to have itsoperational headquarters in Minneapolis, where Medtronic currently employs morethan 8,000 people.
Financial Highlights
Upon completion of the transaction, each outstanding ordinary share ofCovidien will be converted into the right to receive $35.19 in cash and 0.956of an ordinary share of Medtronic plc. The per-share consideration represents apremium of 29% to Covidien's closing stock price on June 13, 2014, the last tradingday prior to the announcement. Medtronic shareholders will exchange each shareof stock they own in Medtronic for one ordinary share of stock in Medtronicplc. The transaction is expected to be taxable, for U.S. federal income taxpurposes, to shareholders of both Medtronic and Covidien.
The proposed transaction represents compelling value to Covidienshareholders through the cash component and continued participation in thefuture growth prospects expected to result from the combination through theirownership of approximately 30% of the combined company.
The transaction is expected to be accretive to Medtronic's cash earnings inFY 2016, the first full fiscal year, and significantly accretive thereafter.The transaction is also expected to be accretive to GAAP earnings by FY 2018.[1]
The combination is expected to result in at least $850 million of annualpre-tax cost synergies by the end of fiscal year 2018. These synergies includethe benefits of optimizing global back-office, manufacturing and supply-chaininfrastructure, as well as the elimination of redundant public company costs.The estimate excludes any benefit from potential revenue synergies resultingfrom the combination of the two organizations.
Through this combination, Medtronic is expected to generate significantfree cash flow, which it will be able to deploy with greater strategicflexibility, particularly in the U.S.
The consummation of the transaction is subject to certain conditions,including approvals by Medtronic and Covidien shareholders. In addition, theproposed transaction requires regulatory clearances in the U.S., the E.U.,China and certain other countries. The transaction is expected to close in thefourth calendar quarter of 2014 or early 2015.
Medtronic's financial advisor is Perella Weinberg Partners LP and its legaladvisors are Cleary Gottlieb Steen & Hamilton LLP and A & L Goodbody.Covidien's financial advisor is Goldman, Sachs & Co. and its legal advisorsare Wachtell, Lipton, Rosen & Katz and Arthur Cox.
Bank of America Merrill Lynch provided committed financing for thetransaction.
For more information about the transaction, please go to www.globalmedtechleader.com.
The announcement required under the Irish Takeover Rules (a Rule 2.5 announcement)has been made and is available at the above-listed website and at www.medtronic.com
NOTE TO INVESTORS
Webcast information: Medtronic andCovidien will conduct a webcast to discuss this news release tomorrow, June 16th, 2014, at 8:00 a.m.,Eastern Time, which can be accessed by clicking on the Investors link on theMedtronic home page at http://www.Medtronic.com.Prior to the webcast, an Investor Slide presentation will be available underthe Events and Presentations page in the Investors section of the Medtronicwebsite. Within 24 hours, a replay of the webcast and a transcript will beavailable under the Events and Presentations page in the Investors section ofthe Medtronic website.
About Medtronic
Medtronic, Inc. (www.medtronic.com),headquartered in Minneapolis, is the global leader in medical technology -alleviating pain, restoring health, and extending life for millions of peoplearound the world.
About Covidien
Covidien is a global healthcare products company that creates innovativemedical solutions for better patient outcomes and delivers value throughclinical leadership and excellence. Covidien develops, manufactures and sells adiverse range of industry-leading medical device and supply products. With 2013revenue of $10.2 billion, Covidien has more than 38,000 employees worldwide inmore than 70 countries, and its products are sold in over 150 countries. Pleasevisit www.covidien.com tolearn more about Covidien's business.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer tosell or the solicitation of an offer to subscribe for or buy or an invitationto purchase or subscribe for any securities or the solicitation of any vote orapproval in any jurisdiction pursuant to the acquisition, the merger orotherwise, nor shall there be any sale, issuance or transfer of securities in anyjurisdiction in contravention of applicable law. No offer of securities shallbe made except by means of a prospectus meeting the requirements of Section 10of the Securities Act of 1933, as amended.
IMPORTANT ADDITIONAL INFORMATION WILL BEFILED 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 ProxyStatement of Medtronic and Covidien that also constitutes a Prospectus of NewMedtronic. Medtronic and Covidien plan to mail to their respective shareholdersthe Joint Proxy Statement/Prospectus (including the Scheme) in connection withthe transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXYSTATEMENT/PROSPECTUS (INCLUDING THE SCHEME) AND OTHER RELEVANT DOCUMENTS FILEDOR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEYWILL CONTAIN IMPORTANT INFORMATION ABOUT MEDTRONIC, COVIDIEN, NEW MEDTRONIC,THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders will beable to obtain free copies of the Joint Proxy Statement/Prospectus (includingthe Scheme) and other documents filed with the SEC by New Medtronic, Medtronicand 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 JointProxy Statement/Prospectus (including the Scheme) and other documents filed byMedtronic and New Medtronic with the SEC by contacting Medtronic InvestorRelations at investor.relations@medtronic.com or by calling 763-505-2696, andwill be able to obtain free copies of the Joint Proxy Statement/Prospectus(including the Scheme) and other documents filed by Covidien by contactingCovidien Investor Relations at investor.relations@covidien.com or by calling508-452-4650.
PARTICIPANTS IN THE SOLICITATION
Medtronic, New Medtronic and Covidien and certain of their respectivedirectors and executive officers and employees may be considered participantsin the solicitation of proxies from the respective shareholders of Medtronicand Covidien in respect of the transactions contemplated by the Joint ProxyStatement/Prospectus. Information regarding the persons who may, under therules of the SEC, be deemed participants in the solicitation of the respectiveshareholders of Medtronic and Covidien in connection with the proposedtransactions, including a description of their direct or indirect interests, bysecurity holdings or otherwise, will be set forth in the Joint ProxyStatement/Prospectus when it is filed with the SEC. Information regardingMedtronic's directors and executive officers is contained in Medtronic's AnnualReport on Form 10-K for the fiscal year ended April 26, 2013 and its ProxyStatement on Schedule 14A, dated July 12, 2013, which are filed with the SEC.Information regarding Covidien's directors and executive officers is containedin Covidien's Annual Report on Form 10-K for the fiscal year ended September27, 2013 and its Proxy Statement on Schedule 14A, dated January 24, 2014, whichare filed with the SEC.
Medtronic Cautionary Statement RegardingForward-Looking Statements
Statements contained in this communication that refer to New Medtronic'sand/or Medtronic's estimated or anticipated future results, including estimatedsynergies, or other non-historical facts are forward-looking statements thatreflect Medtronic's current perspective of existing trends and information asof the date of this communication. Forward looking statements generally will beaccompanied by words such as 'anticipate,' 'believe,' 'plan,' 'could,''should,' 'estimate,' 'expect,' 'forecast,' 'outlook,' 'guidance,' 'intend,''may,' 'might,' 'will,' 'possible,' 'potential,' 'predict,' 'project,' or othersimilar words, phrases or expressions. It is important to note that Medtronic'sgoals and expectations are not predictions of actual performance. Actualresults may differ materially from Medtronic's current expectations dependingupon a number of factors affecting New Medtronic's business, Medtronic'sbusiness, Covidien's business and risks associated with the proposed transactions.These factors include, among others, the inherent uncertainty associated withfinancial projections; restructuring in connection with, and successful closeof, the Covidien acquisition; subsequent integration of the Covidienacquisition and the ability to recognize the anticipated synergies and benefitsof the Covidien acquisition; the risk that the required regulatory approvalsfor the proposed transactions are not obtained, are delayed or are subject toconditions that are not anticipated; the anticipated size of the markets andcontinued demand for Medtronic's and Covidien'sproducts; the impact of competitive products and pricing; access to availablefinancing (including financing for the acquisition or refinancing of Medtronicor Covidien debt) on a timely basis and on reasonable terms; the risks offluctuations in foreign currency exchange rates; the risks and uncertaintiesnormally incident to the medical device industry, including competition in themedical device industry; product liability claims; the difficulty of predictingthe timing or outcome of pending or future litigation or governmentinvestigations; variability of trade buying patterns; the timing and success ofproduct launches; the difficulty of predicting the timing or outcome of productdevelopment efforts and regulatory agency approvals or actions, if any;potential for adverse pricing movement; costs and efforts to defend or enforceintellectual property rights; difficulties or delays in manufacturing;reduction or interruption in supply; product quality problems; the availabilityand pricing of third party sourced products and materials; risks associatedwith self-insurance and commercial insurance; successful compliance withgovernmental regulations applicable to New Medtronic's, Medtronic 's andCovidien's facilities, products and/or businesses; changes in the laws andregulations, affecting among other things, pricing and reimbursement ofpharmaceutical products; health care policy changes; risks associated withinternational operations; changes in tax laws or interpretations that couldincrease New Medtronic 's or Medtronic's consolidated tax liabilities,including, if the transaction is consummated, changes in tax laws that wouldresult in New Medtronic being treated as a domestic corporation for UnitedStates federal tax purposes; the loss of key senior management or scientificstaff; and such other risks and uncertainties detailed in Medtronic's periodicpublic filings with the Securities and Exchange Commission, including but notlimited to Medtronic's Annual Report on Form 10-K for the fiscal year endedApril 26, 2013 and from time to time in Medtronic's other investorcommunications. Except as expressly required by law, each of New Medtronic andMedtronic disclaims any intent or obligation to update or revise theseforward-looking statements.
Covidien Cautionary Statement RegardingForward-Looking Statements
Statements contained in this communication that refer to Covidien'sestimated or anticipated future results, including estimated synergies, orother non-historical facts are forward-looking statements that reflectCovidien's current perspective of existing trends and information as of thedate of this communication. Forward looking statements generally will beaccompanied by words such as 'anticipate,' 'believe,' 'plan,' 'could,''should,' 'estimate,' 'expect,' 'forecast,' 'outlook,' 'guidance,' 'intend,''may,' 'might,' 'will,' 'possible,' 'potential,' 'predict,' 'project,' or othersimilar words, phrases or expressions. It is important to note that Covidien'sgoals and expectations are not predictions of actual performance. Actualresults may differ materially from Covidien's current expectations dependingupon a number of factors affecting Covidien's business, Medtronic's businessand risks associated with the proposed transactions. These factors include,among others, the inherent uncertainty associated with financial projections;the timing to consummate the proposed transactions; the risk that a conditionto closing of the proposed transactions may not be satisfied; the risk that therequired regulatory approvals for the proposed transactions are not obtained,are delayed or are subject to conditions that are not anticipated; NewMedtronic's ability to achieve the synergies and value creation contemplated bythe proposed transactions; the anticipated size of the markets and continueddemand for Medtronic 's and Covidien's products; New Medtronic's ability topromptly and effectively integrate Medtronic's and Covidien's businesses; thediversion of management time on transaction-related issues; competitive factorsand market conditions in the industry in which Covidien operates; Covidien'sability to obtain regulatory approval and customer acceptance of new products,and continued customer acceptance of Covidien's existing products; and theother risks identified in Covidien's periodic filings including its AnnualReport on Form 10-K for the fiscal year ended September 27, 2013, and from timeto time in Covidien's other investor communications. We caution you that theforegoing list of important factors is not exclusive. In addition, in light ofthese risks and uncertainties, the matters referred to in Covidien'sforward-looking statements may not occur. Covidien undertakes no obligation topublicly update or revise any forward-looking statement as a result of newinformation, future events or otherwise, except as may be required by law.
Statement Required by the Irish TakeoverRules
The directors of Medtronic accept responsibility for the informationcontained in this announcement other than that relating to Covidien and theCovidien Group and the directors of Covidien and members of their immediatefamilies, related trusts and persons connected with them. To the best of theknowledge and belief of the directors of Medtronic (who have taken allreasonable care to ensure that such is the case), the information contained inthis announcement for which they accept responsibility is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation.
The directors of Covidien accept responsibility for the informationcontained in this announcement relating to Covidien and the directors ofCovidien and members of their immediate families, related trusts and personsconnected with them. To the best of the knowledge and belief of the directorsof Covidien (who have taken all reasonable care to ensure such is the case),the information contained in this announcement for which they accept responsibilityis in accordance with the facts and does not omit anything likely to affect theimport of such information.
Perella Weinberg Partners LP which is a registered broker dealer with theU.S. Securities and Exchange Commission, is acting for Medtronic and NewMedtronic and no one else in connection with the Transaction and will not beresponsible to anyone other than Medtronic and New Medtronic for providing theprotections afforded to clients of Perella Weinberg Partners LP, or for givingadvice in connection with the Transaction or any matter referred to herein.
Goldman Sachs, which is authorised by the Prudential Regulation Authorityand regulated by the Financial Conduct Authority and the Prudential RegulationAuthority in the United Kingdom, is acting for Covidien and no one else inconnection with the Transaction and will not be responsible to anyone otherthan Covidien for providing the protections afforded to clients of GoldmanSachs, or for giving advice in connection with the Transaction or any matterreferred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997,Takeover Rules 2013 (the 'Irish Takeover Rules'), if any person is, or becomes,'interested' (directly or indirectly) in, 1% or more of any class of 'relevantsecurities' of Covidien or Medtronic, all 'dealings' in any 'relevantsecurities' of Covidien or Medtronic (including by means of an option inrespect of, or a derivative referenced to, any such 'relevant securities') mustbe publicly disclosed by not later than 3:30 pm (Irish time) on the 'business'day following the date of the relevant transaction. This requirement willcontinue until the date on which the Scheme becomes effective or on which the'offer period' otherwise ends. If two or more persons co-operate on the basisof any agreement, either express or tacit, either oral or written, to acquirean 'interest' in 'relevant securities' of Covidien or Medtronic, they will bedeemed to be a single person for the purpose of Rule 8.3 of the Irish TakeoverRules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all'dealings' in 'relevant securities' of Covidien by Medtronic or 'relevantsecurities' of Medtronic by Covidien, or by any party acting in concert witheither of them, must also be disclosed by no later than 12 noon (Irish time) onthe 'business' day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, can be found on the Irish TakeoverPanel's website atwww.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has longeconomic exposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which canalso be found on the Irish Takeover Panel's website. If you are in any doubt asto whether or not you are required to disclose a dealing under Rule 8, pleaseconsult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie orcontact the Irish Takeover Panel on telephone number +353 1 678 9020 or faxnumber +353 1 678 9289.
No Profit Forecast / Asset Valuations
No statement in this announcement is intended to constitute a profitforecast for any period, nor should any statements be interpreted to mean thatearnings or earnings per share will necessarily be greater or lesser than thosefor the relevant preceding financial periods for Medtronic or Covidien or NewMedtronic as appropriate. No statement in this announcement constitutes anasset valuation.
General
This summary should be read in conjunction with the full text of the Rule2.5 announcement. Appendix I to the Rule 2.5 announcement contains furtherdetails of the sources of information and bases of calculations set out in thisannouncement; Appendix II to the Rule 2.5 announcement contains definitions ofcertain expressions used in this announcement; Appendix III to the Rule 2.5announcement contains the Conditions of the Acquisition and the Scheme;Appendix IV to the Rule 2.5 announcement sets out the report fromPricewaterhouseCoopers in respect of certain merger benefit statements made inthis announcement; Appendix V to the Rule 2.5 announcement contains the reportfrom Perella Weinberg Partners LP, in respect of certain merger benefitstatements made in this announcement and Appendix VI to the Rule 2.5announcement sets out the Transaction Agreement.
The release, publication or distribution of this announcement in or intocertain jurisdictions may be restricted by the laws of those jurisdictions.Accordingly, copies of this announcement and all other documents relating tothe Acquisition are not being, and must not be, released, published, mailed orotherwise forwarded, distributed or sent in, into or from any RestrictedJurisdiction. Persons receiving such documents (including, without limitation,nominees, trustees and custodians) should observe these restrictions. Failureto do so may constitute a violation of the securities laws of any suchjurisdiction. To the fullest extent permitted by applicable law, the companiesinvolved in the proposed Acquisition disclaim any responsibility or liabilityfor the violations of any such restrictions by any person.
Any response in relation to the Acquisition should be made only on thebasis of the information contained in the Scheme Circular or any document bywhich the Acquisition and the Scheme are made. Medtronic Shareholders andCovidien Shareholders are advised to read carefully the formal documentation inrelation to the proposed Transaction once the Scheme Circular has beendispatched.
Pursuant to Rule 2.6(c) of the Irish Takeover Rules, this announcement willbe available to Medtronic employees on Medtronic's website (www.medtronic.com)and Covidien employees on Covidien's website (www.covidien.com).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTOOR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
-end-
[1] The statement that this acquisition is earnings accretive should notbe interpreted to mean that the earnings per share in the current or any futurefinancial period will necessarily match or be greater than those for therelevant preceding financial period.
Contacts:
Rob Clark
VP, Global Communications
+1-763-505-2682
rob.clark@medtronic.comFernando Vivanco
Sr. Dir., Global Communications
+1-763-505-3780
fernando.vivanco@medtronic.comJeff Warren
VP, Investor Relations
+1-763-505-2696
jeff.warren@medtronic.comPeter Lucht
VP, External Communications
+1-508-452-4168
peter.lucht@covidien.comLisa Clemence
Dir., Corporate Communications
+1-508-452-4375
lisa.clemence@covidien.comColeman Lannum, CFA
VP, Investor Relations
+1-508-452-4343
cole.lannum@covidien.comTodd Carpenter
Sr. Dir., Investor Relations
+1-508-452-4363
todd.carpenter@covidien.com- Fuente: endovascular.es
@2011 endovascular. Última actualización: 31-03-2014
