Medtronic Files 8K - Asset Acquisition Or Disposition

Medtronic Inc. (MDT) filed a Form 8K - Acquisition or Disposition of Assets - with the U.S Securities and Exchange Commission on January 26, 2015.

The disclosures under the Introductory Note are incorporated herein by reference.

Pursuant to the terms of the Transaction Agreement, each Covidien ordinary share issued and outstanding immediately prior to the effectiveness of the Scheme, other than certain Covidien ordinary shares held by nominees of New Medtronic and/or IrSub and Covidien ordinary shares held by Covidien or any of its subsidiaries, was converted into the right to receive $35.19 in cash and 0.956 of a newly issued New Medtronic ordinary share (the "Scheme Consideration"), and each share of Medtronic common stock (the "Medtronic Common Shares") issued and outstanding immediately prior to the effectiveness of the Merger, other than Medtronic Common Shares held by Medtronic, was converted into the right to receive one New Medtronic ordinary share. Former holders of Covidien ordinary shares and Medtronic Common Shares will receive cash in lieu of any fractional New Medtronic ordinary shares.

The issuance of New Medtronic ordinary shares in connection with the Transactions was registered under the Securities Act of 1933, as amended, pursuant to New Medtronic's registration statement on Form S-4 (File No. 333- 197406) (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective on November 20, 2014. The definitive joint proxy statement/prospectus of Medtronic and Covidien, dated November 20, 2014, that forms a part of the Registration Statement ("the Joint Proxy Statement/Prospectus") contains additional information about the Transactions and the other transactions contemplated by the Transaction Agreement, including a description of the treatment of equity awards and information concerning the interests of directors, executive officers and affiliates of Medtronic and Covidien in the Transactions.

Pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), New Medtronic is the successor issuer to Medtronic and to Covidien, New Medtronic's ordinary shares are deemed to be registered under Section 12(b) of the Exchange Act, and New Medtronic is subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. New Medtronic's ordinary shares were approved for listing on the New York Stock Exchange ("NYSE") and will trade under the symbol "MDT."

Prior to the Transactions, the Medtronic Common Shares were registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE. The Medtronic Common Shares will be suspended from trading on the NYSE prior to the open of trading on January 27, 2015. Medtronic expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of the Medtronic Common Shares under the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act in February or March 2015.

The foregoing description of the Transaction Agreement and the Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Agreement filed as Annex A of the Joint Proxy Statement/Prospectus and incorporated herein by reference.

The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/64670/000119312515020704/d860001d8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/64670/000119312515020704/0001193125-15-020704-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

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