Covidien — Shareholder Meeting (August 2014)
52 slides from Covidien's shareholder meeting presentation, Aug 25, 2014
Slide 1: 2014 Annual Shareholders Meeting
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
Slide 2: No Offer or Solicitation / Important Additional Information
NO OFFER OR SOLICITATION 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 M
Slide 3: Participants in the Solicitation; Forward-Looking Statements
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 transaction
Slide 4: Forward-Looking Statements (continued)
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
Slide 5: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014
Slide 6: Medtronic Executive Committee
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
Slide 7: Medtronic Board of Directors
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
Slide 8: Co-Founder and Director Emeritus Dr. Earl E. Bakken
Co-Founder and Director Emeritus Dr. Earl E. Bakken
Slide 9: Bakken Invitation Video
Insert Bakken Invitation Video
Slide 10: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014
Slide 11: Business Items and Balloting
Brad Lerman SVP, General Counsel & Corporate Secretary Business Items and Balloting
Slide 12: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014
Slide 13: Universal Healthcare Needs
Universal Healthcare Needs Improve Clinical Outcomes Expand Access Optimize Cost and Efficiency
Slide 14: Strategies to Address Healthcare Needs
Economic Value Globalization Strategies Therapy Innovation Universal HC needs Improve clinical outcomes Expand access Optimize cost and efficiency Strategies to Address Healthcare Needs Strategies Universal HC needs
Slide 15: Therapy Innovation Highlights: MiniMed 530G
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
Slide 16: Creating Value Through Surgical Synergy
Creating Value Through Surgical Synergy Delivering better surgical outcomes through procedural innovations that integrate our enabling technologies, surgical tools, device implants and therapy expertise
Slide 17: Our Neuroscience Portfolio Is Deep, Broad and Differentiated
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 therap
Slide 18: Therapy Innovation Highlights: Reveal LINQ
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
Slide 19: Patient Video Roll-in: Reveal LINQ
Patient Video Roll-in: Reveal LINQ
Slide 20: Therapy Innovation Highlights: CoreValve System
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
Slide 21: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014
Slide 22: Developing Tailored Solutions for Market-Specific Needs
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
Slide 23: Innovative Kidney Hemodialysis Program for Emerging Markets
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 Syste
Slide 24: Shruti Program for the Underserved
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
Slide 25: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014
Slide 26: Building An Integrated Health Solutions Business
Building An Integrated Health Solutions Business 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 g
Slide 27: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014
Slide 28: FY14 Sales and Net Earnings Results
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 bil
Slide 29: Q1 FY15 Sales and Net Earnings Results
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 mil
Slide 30: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014
Slide 31: 3-Year Stock Performance: MDT Up ~100%
3-Year Stock Performance: MDT Up ~100% $64.15 $32.03 -20% 0% 20% 40% 60% 80% 100% 120% Medtronic Inc DOW JONES US MEDICAL EQUIPMENT S&P 500 +100% +75% +65% $64.15 $32.03
Slide 32: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014
Slide 33: Medtronic to Acquire Covidien
Medtronic to Acquire Covidien Creates the premier global medical technology and services company with unmatched breadth and patient reach
Slide 34: The Medtronic Mission
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 g
Slide 35: A Strong Strategic Fit
A Strong Strategic Fit & Uniquely positioned to expand our industry-leading franchises through our three differentiated strategies: Becoming a leader in value-based healthcare by incorporating EV into our DNA Addressing the inequities in healthcare access globally Delivering strong launch cadence of
Slide 36: Three Key Benefits for Medtronic and Covidien
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 market adoption of early stage Covidi
Slide 37: Combined Company Accelerates Ability to Expand Global Access
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 Me
Slide 38: Complementary Solutions Create Integrated Health Offerings
Complementary Solutions Create Opportunities for Robust Integrated Health Offerings Value in post-acute settings Value in hospital efficiencies Value in post-acute settings Value in hospital efficiencies
Slide 39: Combination Results in Strategic Diversification
Combination Results in Strategic Diversification Surgical Solutions Respiratory & Patient Care Spine Cardiac Rhythm & Heart Failure Coronary & Structural Heart Diabetes Surgical Solutions Respiratory & Patient Care Spine Cardiac Rhythm & Heart Failure Coronary & Structural Heart Diabetes
Slide 40: Combined Therapy and Product Areas
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 di
Slide 41: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014
Slide 42: Medtronic Continues to Be Subject to U.S. Tax Laws
Medtronic will also continue to be subject to all U.S. tax laws: • Federal : 35% tax rate on U.S. taxable income • State : up to 12% depending on each state’s corporate tax rate • Local : up to 9.25% depending on the facility and employee location • Social security for employees • Property taxes for
Slide 43: Continued Focus on Innovation Leadership
Continued Focus on Innovation Leadership *Over last 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+ Medtronic co
Slide 44: Investing in U.S. Technology and Partnerships
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
Slide 45: Covidien Transaction Summary
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 on June 13, 2014, the last trading day prior to the announcement of the acquisition) • Represents per share consideration for
Slide 46: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014
Slide 47: Special Excise Tax Is an Additional Tax
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 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. • Beca
Slide 48: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014
Slide 49: Transforming Healthcare Around the World to Improve More Lives
Transforming Healthcare Around the World to Improve More Lives Together: $27 Billion Healthcare Leader 87,000+ Employees Life-Changing Impact for Millions of Patients
Slide 50: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014
Slide 51: Q&A
Q&A
Slide 52: 2014 Annual Shareholders Meeting
Omar Ishrak Chairman and CEO 2014 Annual Shareholders Meeting August 21, 2014