Edgar Filing: Covidien plc

Form 425 - Ishrak Warren London Investor Meeting

London Investor Meetings

October 8, 2014

Jeff Warren

Vice President, Investor Relations

jeff.warren@medtronic.com

Omar Ishrak

Chairman & Chief Executive

Officer

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: October 8, 2014

Medtronic Positioned to Execute

Creating Long-Term Value in Healthcare

| London Investor Meetings • October 8, 2014

•

Improving operational execution to

deliver consistent results

•

Uniquely positioned to expand our

market-leading franchises through three

differentiated strategies:

Therapy Innovation: Delivering strong

launch cadence of meaningful therapies

and procedures

Globalization: Addressing the inequity in

healthcare access globally

Economic Value: Becoming a leader in

value-based healthcare by incorporating

EV into our DNA

•

Combining reliable performance with

disciplined capital allocation to create

long-term shareholder value

Medtronic Today

CoreValve

Evolut™

MiniMed®

530G

Viva™

CRT-D

Advisa MRI™

Cardiac and

Vascular Group

Restorative

Therapies Group

Diabetes

Resolute

Integrity™

Endurant®

PVAC®

GOLD

Solera®

Milestone

Knee™

Restore®

Sensor

PEAK®

PlasmaBlade

Pumps and Sensors

TAVR

Atrial

Fibrillation

Pacing

Defibrillation

DES

AAA

Core Spine

Pain Stim

Ortho

Advanced

Energy

MDT Financial Formula

| London Investor Meetings • October 8, 2014

Revenue

Growth

Mid-Single

Digits

Operating &

Financial

Leverage

EPS Growth

200 –

400 bps

Faster than

Revenue

Dividend Yield

~200 bps

Total

Shareholder

Return

High-Single to

Double Digits

1. On a constant currency basis. Reflects Medtronic on a stand-alone basis and

does not include Covidien.

Delivering on Commitments

And Strengthening our Competitive Position

Highlights

FY14

Actual

FY14

Guidance

Free Cash

Flow

Revenue

Growth

+3 -

$4 -

$4.5B

+3.6%

$4.6B

Adjusted

EPS

$3.80 -

$3.85

$3.82

•

Returned 50%+ to shareholders

•

$2.6B share repurchases

•

50bps of operating leverage

•

FY14 Emerging Markets growth of 14%

•

Meaningful product launches including

the MiniMed®

530G, Reveal LINQ

and CoreValve®

•

Established Cardiocom®

and Cath Lab

Managed Services (CLMS) as future

growth platforms

•

Effective tax management

•

Unhedged currency and U.S.

device tax

On an operational basis.

Non-GAAP diluted EPS.

Free cash flow defined as operating cash flow minus capital expenditures.

Note: All revenue figures assume constant currency. Non-GAAP reconciliation available in Appendix

| London Investor Meetings • October 8, 2014

Medtronic Q1 FY15 Financial Results

Reported on August 19, 2014

•

Overall, Q1 represented balanced

growth, with strong performances

in some areas offset by challenges

in others

•

US markets driving growth: grew

+6%, the highest growth in the US

in 5 years

•

New therapies contributed

200bps to overall growth driven

by Reveal LINQ, CoreValve, and

MiniMed 530G

•

Our robust pipeline will contribute

significantly to our future growth

•

Breadth and scale having an

increasing advantage: Focused on

New Therapies, Economic Value,

and Globalization

| London Investor Meetings • October 8, 2014

Revenue

$4.3 billion

% Growth, as reported

+5%

% Growth, constant FX

+4%

GAAP Net Earnings

$871 million

% Growth

-9%

GAAP Diluted EPS

$0.87

% Growth

-6%

Non-GAAP Net Earnings

$934 million

% Growth

+4%

Non-GAAP Diluted EPS

$0.93

% Growth

+6%

Cash EPS

$0.99

% Growth

+5%

1 On a constant currency basis

Note: Non-GAAP reconciliation available in Appendix

Therapy

Innovation

Globalization

Economic

Value

GROWTH VECTOR #1:

GROWTH VECTOR #2:

GROWTH VECTOR #3:

Medtronic Growth Strategies

Strategies to Address Universal Healthcare Needs

Strong upcoming

launch cadence of

innovative

therapies

Unlocking massive

opportunity for

existing therapies

in emerging

markets

Leading industry

shift to value-

based healthcare

with new services

& solutions

Sources of Growth

New Therapies

Emerging

Markets

Integrated Health

Solutions

Medtronic

Strategies

Operational

Execution

Universal

HC Needs

Improve

clinical

outcomes

Expand

access

Optimize cost

and efficiency

| London Investor Meetings • October 8, 2014

Growth Vector #1: New Therapies

Reveal LINQ™

WW: Launching

IN.PACT®

Admiral®

SFA

US: Q1 CY15

Micra™

CE Mark: By end of FY15

FY15

Nuvent™

Balloon

WW: Launching

Prestige LP™

US: Launching

CoreValve®

High Risk

US: Launching

Resolute Onyx™

CE: Launch, Jan CY15

FY16

200 projects expected to

generate $30B+ in incremental

revenue over 5 years from

time of product launch

O-arm®

2.0

WW: H2 FY15

Attain®

Performa™

Quad

US: Launching

Select

Launches

Medtronic R&D Pipeline

Evolut™

R (26/29mm)

CE Mark: H2 FY15

Next-Gen Interbodies

WW: H2 FY15

MiniMed®

640G

WE: FY15

Reflects Medtronic on a stand-alone basis and does not include Covidien.

| London Investor Meetings • October 8, 2014

1. Moving Medtronic therapy penetration from EM level (11%) to Developed

Market levels (24%) in population that can afford the therapy. Reflects

Medtronic on a stand-alone basis and does not include Covidien.

EM Premium:

Attractive Opportunity

•

Technology already exists

•

Out-of-pocket payment or

reimbursement established

•

Comparable margins to

developed markets

•

~$5B annual opportunity

•

Increased investment

•

BU and region alignment and

responsibility

Enhanced Focus &

Resources

•

Large scale private partnerships

•

Channel optimization

•

Public partnerships

Smarter Deployment /

Targeting

•

Aligning around customers

•

Granular focus within

countries

Go Beyond Market

Development

$475

$638

EM SG&A Spend

Millions

~2,600

~4,600

EM Headcount

Making Changes to Realize Opportunity

Growth Vector #2: Emerging Markets

Premium

Value

Underserved

+16%

CAGR

+33%

CAGR

| London Investor Meetings • October 8, 2014

Growth Vector #3:

Integrated Health Solutions

Examples

Quantifying Value &

Expanding Offerings

Quantifying Value &

Expanding Offerings

Understand

Economic Value of

Innovation

Surgical Synergy

Broaden Innovation

Time Horizon to

Ensure Value is

Realized

Collaborate and

Generate New

Business Models

Core Therapies

Wrap-Around

Services

Integrated Health

Solutions

Cath Lab

Managed Services

•

AdaptivCRT®

•

SmartShock®

T2 Diabetes

Partnership

Rethinking Blood

Conservation (RBC®)

Bundled Payment

Pilots

| London Investor Meetings • October 8, 2014

Growth Vectors Expected to

Deliver Mid-Single Digit Growth

Sources of Growth

FY14 MDT

Growth

Contribution

180 bps

145 bps

30 bps

FY15E MDT

Growth / Contribution

+150 to 350 bps

+150 to 200 bps

+40 to 60 bps

Low-

Mid-Single

Mid-Teens

Double

to Triple

FY14 to FY15

Change

Mid-Term

Expectations

-30 to

+170 bps

+5 to 55 bps

+10 to 30 bps

+150 to 350 bps

+150 to 200 bps

+50 to 100 bps

TOTAL

MEDTRONIC

3.6%

3-5%

FY15 Revenue Outlook

-15 to

+255 bps

Mid-Single

Digit Growth

Note: All revenue estimates assume constant currency. Reflects Medtronic

on a stand-alone basis and does not include Covidien. Non-GAAP

reconciliation available in Appendix

GROWTH VECTOR #1

New

Therapies

GROWTH VECTOR #2

Emerging

Markets

GROWTH VECTOR #3

Integrated

Health Solutions

| London Investor Meetings • October 8, 2014

10 | London Investor Meetings • October 8, 2014

•

Defensive:

Mitigate pricing pressure &

maintain 75-76% gross margins

•

Offensive:

Enable product tiering &

support value segment expansion

Accomplished

Maintained

Gross Margins

Executing on Operating Expense

Reduction Initiatives

•

FY12 –

FY14:

~30 bps reduction

•

FY15E

50 to 70 bps reduction

Improve efficiency & drive SG&A

leverage while investing in EM

Forecast given on an operational basis. Reflects Medtronic on a stand-alone basis and does not include

Covidien.

DRM

Mfg./Supply

Chain

New Product

Architectures

FY13-FY17:

~$1.2B

FY08-FY12:

$1B

•

FY14:

8.7% of revenue

•

FY15E:

8.5%

•

Shift to enhance quality systems, productivity improvements,

economic value prioritization, offsets to medical device tax

Roughly maintain level of R&D

spending going forward

Process

PRODUCT

COST

REDUCTION

SG&A

OPERATING

LEVERAGE

R&D

11 | London Investor Meetings • October 8, 2014

•

S&P 500 Dividend Aristocrat

Index member; 35 years of

consecutive dividend increases

•

Dividend more than doubled

over the past 5 years

•

Over $1 billion in dividend

payments in FY14

•

Payout ratio of ~30%

•

Repurchased 15% of our shares

over the past 5 years

•

Over $1.2 billion in share

repurchases in FY14

•

Going forward, expect share

repurchase to add ~200 bps to

EPS growth annually

DIVIDENDS

SHARE REPURCHASE

Rewarding Shareholders with Distributions

Cash Priorities to Shareholders Overview

~940M

-7%

-9%

$0.00

$0.40

$0.80

$1.20

FY00

FY01

FY02

FY03

FY04

FY05

FY06

FY07

FY08

FY09

FY10

FY11

FY12

FY13

FY14

FY15E

900

1,000

1,100

1,200

FY11

FY12

FY13

FY14

FY15E

FY16E

FY17E

FY18E

Non-GAAP calculation based on annualized Medtronic quarterly dividend payment of $0.305 per share as announced on June 16, 2014.

Reflects Medtronic on a stand-alone basis and does not include Covidien.

Note: Non-GAAP reconciliation available in Appendix

12 | London Investor Meetings • October 8, 2014

Generating Significant Free Cash Flow

$25B+

•

Expected adjusted FCF generation over next 5 years equal to

40% of current market cap

•

Consistently generate > 20% FCF / revenue

•

Returning 50%+ of FCF to shareholders

•

Remain focused on improving U.S. cash

$21B

1. Based on Medtronic market capitalization as of July 29. 2014.

Note: Non-GAAP reconciliation available in Appendix

Adjusted free cash flow is operating cash flow minus capital expenditures. Excludes certain litigation

payments. Reflects Medtronic on a stand-alone basis and does not include Covidien.

FY10-FY14

FY15-FY19F

13 | London Investor Meetings • October 8, 2014

Commitment to Return 50% of

Free Cash Flow

40%

$ Billions

Corporate Use

Return to

Shareholders

~$25B+

$12.5B+

$62B

$12.5B+

Buybacks

Dividends

$12.5B+

O.U.S.

Cash

U.S.

Cash

Current Market Cap

Expected Free Cash Flow,

Next 5 Years

Expected Capital

Deployment, Next 5 Years

Expected Return to

Shareholders, Next 5 Years

Adjusted free cash flow is operating cash flow minus capital expenditures.

Excludes certain litigation payments. Reflects Medtronic on a stand-alone basis and

does not include Covidien.

Based on Medtronic market capitalization as of July 29, 2014.

14 | London Investor Meetings • October 8, 2014

Covidien Overview

Highly Strategic and Compelling Acquisition

•

Accelerates Medtronic’s three core strategies of Therapy Innovation, Globalization, and

Economic Value

•

Covidien’s impressive portfolio of industry-leading products enhances Medtronic’s

portfolio, offers greater breadth across clinical areas, and creates exciting entry

points into new therapies

•

Combination of Covidien’s extensive emerging market R&D and manufacturing

with Medtronic’s well-established clinical expertise can be applied across a much

broader product offering

•

Covidien’s hospital efficiency technology enhances Medtronic’s ability to deliver

Economic Value to create a robust and unmatched Integrated Health franchise

•

Extremely attractive financially: Double-digit hurdle rate with achievable cost synergies

•

Combined

company

expected

generate

significant

free

cash

flow

with

greater

deployment

flexibility

Creates the Premier Global Medical Technology and Services Company with

Comprehensive Product Portfolio and Broad Global Reach

15 | London Investor Meetings • October 8, 2014

Combination Results in Strategic

Diversification

COVIDIEN REVENUE

PRO FORMA REVENUE

$17.0B

$10.4B

$27.4B

CRDM

Advanced

Surgical

Ortho/Spine

Peripheral &

Endovascular

Neuro

Coronary

Diabetes

Structural Heart

General

Surgical

Patient Care

Nursing Care

Patient Monitoring

Neurovascular

MEDTRONIC FY14 REVENUE

Airway &

Vent

1. Based on last 12 months, ended March 28, 2014.

29.4%

10.3%

7.1%

5.3%

17.9%

11.2%

9.2%

9.7%

CRDM

Coronary

Structural Heart

Endo

Ortho/Spine

Neuro

Surgical Tech

Diabetes

31.9%

15.2%

11.8%

10.2%

9.8%

9.5%

7.3%

4.3%

Advanced Surgical

General Surgical

Peripheral Vascular

Patient Care

Nursing Care

Patient Monitoring

Airway & Vent

Neurovascular

18.2%

17.8%

11.1%

7.7%

6.9%

6.4%

6.1%

5.8%

4.4%

3.9%

3.7%

3.6%

2.8%

1.6%

Covidien Transaction Summary

•

Acquisition of Covidien for $42.9 billion in cash and Medtronic stock

–

Covidien shareholders to own ~30% of the combined

company at closing

–

~$5 billion of Covidien debt to remain in place; guaranteed by

new Irish holding company

•

Represents per share consideration for Covidien shareholders of:

–

$35.19 in cash

–

0.956 shares of new Medtronic shares

•

Offer

represents

29%

premium

last

closing

price

Transaction

Terms

Transaction

Structure

•

Formation of 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 late calendar 2014 / early calendar 2015

•

Subject to regulatory approvals

•

Subject to Medtronic and Covidien shareholder approvals

1. Based on Covidien and Medtronic closing price as of June 13, 2014.

16 | London Investor Meetings • October 8, 2014

17 | London Investor Meetings • October 8, 2014

COMPELLING FINANCIAL IMPACT

Driving significant shareholder returns

Revenue Growth

•

Much stronger platform for diversified growth

•

Significant revenue synergy potential from cross-selling

Cost Synergies

•

At least $850 million pre-tax annual cost synergies by FY18;

quickly achievable

•

Back office optimization, manufacturing & supply chain

infrastructure, and certain G&A savings

EPS Impact

•

Cash EPS accretive in FY16

•

Significant cash EPS accretion thereafter

•

GAAP EPS neutral in FY19; accretive thereafter

Balance Sheet

Implications

•

Maintain access to commercial paper to support

short-term liquidity

•

Increased gross debt may limit Tier 1 commercial

paper status

Leverage

•

1.9x pro forma net debt to EBITDA at closing; 0.7x in FY18

•

3.7x pro forma gross debt to EBITDA at closing; 2.7x in FY18

Capital Allocation

Policy

•

Solidifies commitment to return 50% of free

cash flow with more flexibility going forward

18 | London Investor Meetings • October 8, 2014

ORIGINAL FINANCING MECHANISM

NEW FINANCING MECHANISM

(Announced on October 3, 2014)

Medtronic Financing Plan

Medtronic, Inc. raises approximately

$16 billion in new external debt

Paid to Covidien shareholders

$13.5 billion intercompany loan from

Medtronic OUS subsidiary

$2.8 billion in new external debt

Paid to Covidien shareholders

18 | London Investor Meetings • October 8, 2014

19 | London Investor Meetings • October 8, 2014

Medtronic Positioned to Execute

Creating Long-Term Value in Healthcare

•

Improving operational execution to

deliver consistent results

•

Uniquely positioned to expand our

market-leading franchises through three

differentiated strategies:

•

Combining reliable performance with

disciplined capital allocation to create

long-term shareholder value

Therapy Innovation: Delivering strong

launch cadence of meaningful therapies

and procedures

Globalization: Addressing the inequity in

healthcare access globally

Economic Value: Becoming a leader in

value-based healthcare by incorporating

EV into our DNA

20 | London Investor Meetings • October 8, 2014

Key Websites

•

Global MedTech Leader: http://www.globalmedtechleader.com

•

Medtronic Investor Relations: http://investorrelations.medtronic.com

Medtronic –

Covidien Key Facts

Additional Resources

Disclaimers

21 | London Investor Meetings •

October 8, 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 WILL BE FILED WITH THE SEC

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

22 | London Investor Meetings • October 8, 2014

Disclaimers (cont’d)

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.

STATEMENTS REQUIRED BY THE IRISH TAKEOVER RULES

Responsibility Statement

The directors of Medtronic accept responsibility for the information contained in this announcement. 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 announcement is in accordance with the facts and

does not omit anything likely to affect the import of such information.

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 ‘relevant securities’ of Covidien or Medtronic, all ‘dealings’ in any ‘relevant securities’ of Covidien or Medtronic

(including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3:30 pm (Irish

time) on the 'business' day following the date of the relevant transaction. This requirement will continue 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 basis of any agreement, either express or tacit, either oral or written, to acquire an

‘interest’ in ‘relevant securities’ of Covidien or Medtronic, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

23 | London Investor Meetings • October 8, 2014

Disclaimers (cont’d)

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all ‘dealings’ in ‘relevant securities’ of Covidien by Medtronic or ‘relevant securities’ of Medtronic by

Covidien, or by any party acting in concert with either of them, must also be disclosed by no later than 12 noon (Irish time) on the ‘business’ day following the date of

the relevant transaction.

A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, can be found on the Irish Takeover Panel’s website at

www.irishtakeoverpanel.ie. ‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the

price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect

of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether

or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover

Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.

No Profit Forecast / Asset Valuations

No statement in this presentation 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 presentation constitutes an asset valuation.

General

Appendix I to the Rule 2.5 announcement contains further details of the sources of information and bases of calculations set out in this announcement; Appendix II to

the Rule 2.5 announcement contains definitions of certain expressions used in this announcement; Appendix III to the Rule 2.5 announcement contains the Conditions

of the Acquisition and the Scheme; Appendix IV to the Rule 2.5 announcement sets out the report from PricewaterhouseCoopers in respect of certain merger benefit

statements made in this announcement; Appendix V to the Rule 2.5 announcement contains the report from Perella Weinberg Partners LP, in respect of certain

merger benefit statements made in the Rule 2.5 announcement and Appendix VI to the Rule 2.5 announcement sets out the Transaction Agreement.

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of

this announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded,

distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians)

should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable

law, the companies involved in the proposed Acquisition disclaim any responsibility or liability for the violations of any such restrictions by any person.

Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Circular or any document by which the

Acquisition and the Scheme are made. Medtronic Shareholders and Covidien Shareholders are advised to read carefully the formal documentation in relation to the

proposed Transaction once the Scheme Circular has been dispatched.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A

VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.