Edgar Filing: Covidien plc

Form 425 - 2014 Annual Shareholders Meeting Presentation

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014

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 22, 2014

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

Medtronic Holdings Limited, which will be renamed Medtronic plc (“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, Inc. (“Medtronic”) and Covidien plc (“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 make available 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.

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.

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.

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014

Medtronic Executive Committee

Omar

Ishrak

Chairman

and Chief

Executive Officer

Hooman

Hakami

EVP and Group

President,

Diabetes

Geoff

Martha

SVP, Chief

Integration

Officer

Chris

O’Connell

EVP and Group

President,

Restorative

Therapies

Milind

Shah

VP, South

Asia

Takashi

Shimada

VP and

President,

Japan

Rob

ten Hoedt

EVP and President,

Europe, Middle

East, Africa

and Canada

Chris

Lee

VP and President,

Greater China

Katie

Szyman

SVP, Channel

Strategies

Luann

Pendy

SVP,

Global

Quality

James

Hogan

VP and

President,

Latin America

Michael

Genau

SVP and

President,

United States

Mike

Coyle

EVP and Group

President,

Cardiac and

Vascular

Gary

Ellis

EVP and

Chief Financial

Officer

Stephen

Oesterle,

M.D.

SVP, Medicine

and

Technology

Joon

Hurh

VP and

President,

Asia Pacific

Rick

Kuntz, M.D.

SVP and Chief

Scientific, Clinical

and Regulatory

Officer

Brad

Lerman

SVP and General

Counsel,

Corp. Security

Carol

Surface

SVP and

Chief Human

Resources

Officer

Medtronic Board of Directors

Michael Leavitt

Founder and Chairman,

Leavitt Partners

James Lenehan

Financial Consultant

and Retired Vice Chairman and

President, Johnson & Johnson

Denise O’Leary

Private Venture

Capital Investor

Preetha Reddy, M.D.

Managing Director, Apollo Hospitals

Enterprise Limited

Robert Pozen

Chairman,

MFS Investment Management

Shirley Ann Jackson, Ph.D.

President,

Rensselaer Polytechnic Institute

Omar Ishrak

Chairman

and Chief Executive Officer

Richard Anderson

Chief Executive Officer,

Delta Air Lines, Inc.

Scott Donnelly

Chairman, President and Chief

Executive Officer, Textron, Inc.

Kendall Powell

Chairman and Chief

Executive Officer, General

Mills, Inc.

Co-Founder and Director Emeritus Dr. Earl E. Bakken

Insert Bakken Invitation Video

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014

Brad Lerman

SVP, General Counsel & Corporate Secretary

Business Items and Balloting

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014

Universal Healthcare Needs

Improve Clinical

Outcomes

Expand Access

Optimize Cost

and Efficiency

Economic Value

Globalization

Strategies

Therapy

Innovation

Universal HC needs

Improve clinical

outcomes

Expand access

Optimize cost

and efficiency

Strategies to Address Healthcare Needs

Therapy Innovation Highlights: MiniMed 530G

•

Important breakthrough toward

artificial pancreas

•

Mimics certain functionalities

of a healthy pancreas

•

Automatically stops insulin

delivery if glucose levels fall

below threshold

MiniMed®

530G System

with the Enlite®

Sensor

Creating Value Through Surgical Synergy

Delivering better surgical

outcomes through

procedural innovations that

integrate our enabling

technologies, surgical tools,

device implants and

therapy expertise

Our Neuroscience Portfolio Is Deep, Broad and Differentiated

Enabling technologies and

surgical tools

Brain surgeries rapidly advancing,

with functional restoration (i.e. DBS)

BRAIN

Procedural engine of Neurosurgery;

>70% perform Spine surgery

•

Only company with leading

position in all three

therapeutic categories

•

1,000+ U.S. neurosurgeons

utilize technology from all

three Medtronic divisions

NEUROSURGERY

TECHNOLOGY

SPINE & PAIN

MDT’s Unique Position

Therapy Innovation Highlights: Reveal LINQ

•

87% smaller than our

previous device

•

Continuously monitors heart rate

and rhythm

•

Helps diagnose cardiac arrhythmias

•

Increases physician and patient

acceptance

Reveal LINQ™

Insertable

Cardiac Monitor

Patient Video Roll-in: Reveal LINQ

Therapy Innovation Highlights: CoreValve System

•

Received FDA approval for Extreme-

Risk and High-Risk patients

•

Differentiated therapy for severe

aortic stenosis patients too ill or

frail for open-heart surgery

•

Superior valve performance

and lower mortality rates than

traditional surgery

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014

Developing Tailored Solutions

to Address Market-Specific

Needs & Expand Access

Shruti

Kidney Dialysis

•

Market development

•

Channel management

•

Public and private partnerships

•

Value segment products

and business models

•

Global Health Initiative

Premium

Value

Underserved

Innovative Kidney Hemodialysis Program

for Emerging Markets

•

End stage renal disease has high

prevalence worldwide and is

disproportionately costly

•

Reduces infrastructure and cost

•

Uses 90% less water

•

Small, highly flexible, portable size

(20kg) improves patient access

Novel Hemodialysis System

Shruti Program for the Underserved

More than 35,000 patients screened

10% identified for follow-up care

Delivers screening, diagnosis and treatment

for chronic ear infections

150 surgeries performed

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014

Building An Integrated Health Solutions Business

Cath Lab Managed

Services

Creating efficiency along the care continuum

Cardiocom: Patient care coordination from

hospital to home

Establishing long-term value-based partnerships

Cath Lab Managed Services: Helping hospitals more

effectively manage cath labs and ORs

Increasing global scale and broadening our product

offering to drive future growth

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014

FY14 Sales and Net Earnings Results

Revenue

$17.0 billion

% Growth, as reported

+3%

% Growth, constant currency

+4%

Reconciliation available on Medtronic’s website at www.medtronic.com.

GAAP Net Earnings

$3.1 billion

% Decline

-12%

GAAP Diluted EPS

$3.02

% Decline

-10%

Non-GAAP Net Earnings

$3.9 billion

% Growth

Non-GAAP Diluted EPS

$3.82

% Growth

+2%

Q1 FY15 Sales and Net Earnings Results

Revenue

$4.3 billion

% Growth, as reported

+5%

% Growth, constant currency

+4%

Reconciliation available on Medtronic’s website at www.medtronic.com.

GAAP Net Earnings

$871 million

% Decline

-9%

GAAP Diluted EPS

$0.87

% Decline

-6%

Non-GAAP Net Earnings

$934 million

% Growth

+4%

Non-GAAP Diluted EPS

$0.93

% Growth

+6%

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014

+100%

+75%

+65%

3-Year Stock Performance: MDT Up ~100%

$64.15

$32.03

-20%

20%

40%

60%

80%

100%

120%

Medtronic Inc

DOW JONES US MEDICAL EQUIPMENT

S&P 500

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 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.

“

”

A Strong Strategic Fit

Uniquely positioned to expand our industry-leading

franchises through our three differentiated strategies:

Economic Value:

Becoming a leader in value-based

healthcare by incorporating EV into our DNA

Globalization:

Addressing the inequities

in healthcare access globally

Therapy Innovation:

Delivering strong launch

cadence of meaningful therapies and procedures

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

countries

150

locations

300

combined

EM revenue

$3.7B

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

Complementary Solutions Create Opportunities for Robust

Integrated Health Offerings

Value in post-acute settings

Value in hospital efficiencies

Combination Results in Strategic Diversification

Surgical

Solutions

Respiratory &

Patient Care

Spine

Cardiac Rhythm

& Heart Failure

Coronary

& Structural

Heart

Diabetes

Urological, urogynecological and gastroenterological

Diagnostics and solutions

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

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

the

United

States

–

the

effectiveness

for

this

use

has

not been demonstrated

Coronary artery disease

Interventional lung

Lobectomy/resection

Mechanical ventilation

Further Expanding Our Comprehensive Portfolio

•

Arterial

•

Venous insufficiency

•

Deep vein thrombosis

•

End stage renal disease

Peripheral vascular disease

Aortic aneurysms

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014

Medtronic will also continue to be subject to all U.S. tax laws:

•

Federal:

35%

tax

rate

U.S.

taxable

income

•

State:

12%

depending

each

state’s

corporate tax rate

•

Local:

9.25%

depending

the

facility

and employee location

•

Social security for employees

•

Property taxes for facilities

•

Medical

device

tax:

2.3%

U.S.

sales

of medical devices

•

Expect

pay

similar

rate

post-close

Key Facts: Federal, State and Local Taxes

of U.S. Income

Paid in U.S. Taxes

45%+

Continued Focus on Innovation Leadership

Medtronic commits $10B of incremental technology

investments in U.S. over next 10 years

*Over last 10 years

Acquisition and venture

investments:

$8.3B+

invested

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+

Investing in U.S. Technology and Partnerships

TYRX

Acquisition

Sanofi

Strategic Alliance

Visualase

Acquisition

Combination antibiotic

drug & implanted

medical devices

Diabetes partnership to

improve patient

experience and outcomes

MRI-guided laser ablation

technology expands

neuroscience leadership

Corventis

Acquisition

Mobile cardiac telemetry

system provides

continuous monitoring

Covidien Transaction Summary

•

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

June

13,

2014,

the

last

trading

day

prior

the

announcement

the

acquisition)

•

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

Transaction

Terms

Transaction

Structure

•

Formation

new

Irish-domiciled

entity;

current

headquarter

operations

remain intact in Minnesota

•

Transaction taxable, for U.S. federal income tax purposes, to Medtronic

and Covidien shareholders

Timing

•

Closing expected in fourth calendar quarter of 2014 or early 2015

•

Subject to regulatory approvals

•

Subject to Medtronic and Covidien shareholder approvals

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014

Special Excise Tax Is an Additional Tax

•

This excise tax is in addition to the tax on the exchange of shares and is

not

applicable

any

other

employees

retirees

the

company.

is a

tax

applicable

only

Section

16b

officers

Medtronic

well

members

the Board of Directors.

•

Because this excise tax is separate and incremental to the tax on the

exchange

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

all other shareholders.

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014

Transforming Healthcare Around the World

to Improve More Lives

Together:

$27 Billion Healthcare Leader

87,000+ Employees

Life-Changing Impact for Millions

of Patients

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014

Q&A

Omar Ishrak

Chairman and CEO

2014 Annual Shareholders Meeting

August 21, 2014