News Feature | November 19, 2014

Medtronic, Covidien Set Meetings For Shareholder Approval

By Jof Enriquez,
Follow me on Twitter @jofenriq

After securing permission during a hearing before the Irish High Court, Medtronic Inc. and Covidien plc announced that they will be holding special meetings with their respective shareholders. The meetings will be held so shareholders can vote for approval on the impending merger.

The separate meetings are all scheduled for Tuesday, January 26, 2015, according to a joint press release. Medtronic shareholders will start their meeting at 8:00 a.m. local time at the Hyatt Regency, 1300 Nicollet Mall, Minneapolis, MN. On the same day, Covidien shareholders will hold two successive meetings, with the first meeting mandated by the Irish High Court scheduled to start at 10:00 a.m. local time. The second meeting, a general meeting of shareholders, is scheduled for 10:15 a.m. local time, or immediately after the conclusion of the first meeting. Both Covidien meetings will be held at the Conrad Dublin Hotel, Earlsfort Terrace, Dublin 2, Ireland.

Medtronic and Covidien shareholders of record as of 5:00 p.m. ET on November 18, 2014 are eligible to vote, the statement said. They will receive a joint proxy statement/prospectus regarding the proposed merger via mail in the next few days, the companies said. The document contains the financial terms of the deal, as well as instructions on how to cast votes online, by telephone, by mail, or in person.

Since Medtronic announced the $42.9 billion transaction in June, the alleged tax inversion has drawn much criticism from the U.S. government, which has since introduced tax hurdles to make such deals less financially viable. In response, Medtronic last month changed the financing of the deal by taking out a $16 billion loan to back the cash portion of the deal.

Medtronic chief executive Omar Ishrak said in a statement accompanying the company’s most recent earnings report, which showed second-quarter revenue growth of 5 percent to $4.4 billion, that Medtronic remains committed to the merger.

"We remain focused on reliably delivering on our baseline financial goals by continuing to execute on our three primary strategies — therapy innovation, globalization and economic value," Ishrak said in a statement, according to USA Today. "We believe the Covidien acquisition, which remains on schedule to close in early calendar year 2015, will meaningfully accelerate all three of these strategies."