8-KLeadership ChangesCorporate ChangesOther Events+1

Medtronic plc 8-K Report, Executive Changes (Jan 27, 2015)

Filed January 27, 2015For Securities:MDT

Summary

This Form 8-K filing by Medtronic plc (filed January 26, 2015) announces the official completion of the acquisition of Covidien plc. This significant transaction involved a scheme of arrangement in Ireland for Covidien and a merger with Medtronic, Inc. (a Minnesota corporation), resulting in the creation of a new Irish-domiciled public limited company, Medtronic plc. The filing details the newly appointed Board of Directors for Medtronic plc, comprising a mix of former Medtronic and Covidien directors, as well as new appointees, and outlines the committee structures. It also confirms the appointment of key executive officers for the combined entity, notably retaining Omar Ishrak as Chairman and CEO and Gary L. Ellis as Executive Vice President and CFO. Furthermore, the report addresses the assumption and amendment of various employee benefit plans and stock awards from both Medtronic and Covidien to align with the new corporate structure. It also formally notes the change of Medtronic's domicile to Ireland and its re-registration as a public limited company. The filing also discloses the adoption of a new Code of Ethics for Senior Financial Officers and the authorization of a share repurchase plan and a commercial paper program for the combined entity, signaling immediate steps for capital management post-acquisition.

Key Highlights

  • 1Completion of the acquisition of Covidien plc by Medtronic, Inc., creating a new Irish-domiciled entity, Medtronic plc.
  • 2Appointment of a new Board of Directors for Medtronic plc, with a composition reflecting both legacy companies and experienced independent directors.
  • 3Confirmation of Omar Ishrak as Chairman and CEO, and Gary L. Ellis as EVP and CFO for the combined Medtronic plc.
  • 4Assumption and amendment of numerous existing stock and benefit plans from both Medtronic and Covidien to reflect the new corporate structure.
  • 5Formal re-registration of Medtronic as an Irish public limited company (plc).
  • 6Authorization of a new share repurchase program for up to 80 million shares, to be effected as redemptions under Irish law.
  • 7Establishment of a $3.5 billion Commercial Paper Program by Medtronic Luxco, with guarantees from Medtronic and Medtronic, Inc.

Frequently Asked Questions

This Form 8-K filing primarily announces the successful completion of Medtronic's acquisition of Covidien plc and the subsequent establishment of Medtronic plc as an Irish-domiciled public limited company. It details changes to the board of directors, executive appointments, and the integration of benefit plans following the transaction.

The acquisition resulted in Medtronic re-domiciling to Ireland and re-registering as Medtronic plc. Both the original Medtronic, Inc. (a Minnesota corporation) and Covidien plc are now subsidiaries of the new Irish parent company, Medtronic plc.

Omar Ishrak, who was previously Chairman and CEO of Medtronic, continues in these roles for the combined Medtronic plc. Gary L. Ellis, previously EVP and CFO of Medtronic, retains his position as EVP and CFO.

The filing indicates that Medtronic plc has assumed and amended the relevant plans from both legacy companies. This ensures that awards and benefits under the old plans are now integrated into the new Medtronic plc structure, with share-based awards generally converted on a one-for-one basis or as specified in the transaction agreement.