Covidien Acquisition

Information Session

August 11, 2014

Omar Ishrak

Gary Ellis

Chairman and CEO

EVP and Chief Financial Officer

Medtronic, Inc.

Medtronic, Inc.

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: August 11, 2014

Medtronic to Acquire Covidien

Creates the premier global medical technology and services

company with unmatched breadth and patient reach

Fulfilling Unmet Medical Needs

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 greatest reliability

and quality…

to be recognized as a company of

dedication, honesty, integrity, and service…

To make a fair profit…

To recognize the personal worth of employees…

To

maintain

good

citizenship

as

a

company.

“

”

Changing Global Healthcare Environment

Increasing Burden of

Chronic Disease

Aging of the Population

Broader Base of

Stakeholders

Rising Cost Pressures

Priority of Healthcare in

Emerging Markets

Improve Clinical

Outcomes

Expand Access

Optimize Cost

and Efficiency

Universal Healthcare Needs

Therapy Innovation:

Delivering strong

launch cadence of meaningful therapies

and procedures

Globalization:

Addressing the inequities

in healthcare access globally

Economic Value:

Becoming a leader

in value-based healthcare by incorporating

EV into our DNA

&

Uniquely positioned to expand our industry-

leading franchises through our three

differentiated strategies:

A Strong Strategic Fit

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 adoption of early stage Covidien

therapies

Combined Company Immediately Accelerates

Ability to Expand Global Access

countries

150

+

locations

300

+

combined

EM revenue

$3.7B

Broader presence facilitates more rapid expansion

Covidien products such as surgical tools and capital

equipment are adopted earlier in hospitals, becoming

a base for Medtronic chronic disease therapies

Combined R&D and manufacturing breadth globally 

enables broader government partnerships

Cath Lab Managed Services

(Europe)

Cardiac & Vascular

Line Administrator (U.S.)

General Surgery

Line Administrator (U.S.)

General Surgery Managed

Services (Europe)

Opportunities to Become Robust Unmatched

Integrated Health Solutions Partner

Economic Value

Value primarily realized in

post-acute settings

Cardiocom

Value primarily realized in

hospital efficiencies

Covidien Sensors

Combination Results in Strategic Diversification

Surgical

Solutions

Respiratory &

Patient Care

Diagnostics and Solutions

Peripheral vascular disease

•

Arterial

•

Venous insufficiency

•

Deep vein thrombosis

•

End stage renal disease

Aortic aneurysms

Further Expanding Our Comprehensive Portfolio

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

disorder*

Brain tumors and lesions

Chronic pain

Subdural hematomas

Cranial trauma

Cervical degenerative disc disease

Scoliosis

Degenerative disc disease

Spinal fracture

Lumbar spinal stenosis

Tibial fractures

Orthopedic trauma

Sinus diseases

Thyroid conditions

Otologic disorders 

Sleep-disordered breathing

Pediatric conditions

Ménière’s disease

Heart valve disease

Congenital heart disease

Overactive bladder and urinary retention

Nausea and vomiting associated with gastroparesis*

Fecal incontinence

Atrial fibrillation

Slow heart rates

(bradycardia)

Fast heart rates

(tachycardia) 

Heart failure

Asymptomatic

heart rates

Cardio-Pulmonary

Urological, urogynecological and gastroenterological

Acute ischemic stroke

Brain aneurysm

Vascular embolization

Thyroidectomy

Airway access

Interventional GI

Cholecystectomy

Appendectomy

Barrett’s esophagus

Capsule endoscopy

Bariatric bypass and sleeves

Colon resection

Hemorrhoidectomy

Nutrition delivery

Hysterectomy

Fibroids

Salpingo-oophorectomy (sterilization)

CO2 and Respiration

Consciousness

Oximetry (pulse and bi-spectral)

Skin integrity

Patient & caregiver safety

* Humanitarian

device

in

the

United

States

–

the

effectiveness

for

this

use

has

not been demonstrated

Coronary artery disease

Interventional lung

Lobectomy/resection

Mechanical ventilation

Shareholder Benefits

•

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)

–

Covidien shareholders to own ~30% of the combined company at

closing

–

Cash consideration to be funded by ~$3 billion in new debt and ~$13

billion in cash and investments

–

Medtronic to assume ~$5 billion of Covidien debt

•

Represents per share consideration for Covidien shareholders of:

–

$35.19 in cash and 0.956 shares of new Medtronic shares

•

Offer represents a 29% premium to  Covidien’s last closing share price

on June 13, 2014

Covidien Transaction Summary

Transaction

Transaction

Terms

Terms

Transaction

Transaction

Structure

Structure

•

Formation of newly domiciled Irish entity; current headquarter

operations remain intact in Minnesota

•

Transaction taxable, for U.S. federal income tax purposes, to Medtronic

and Covidien shareholders

Timing

Timing

•

Closing expected in fourth calendar quarter of 2014  or early 2015

•

Subject to regulatory approvals

•

Subject to Medtronic and Covidien shareholder approvals

Key Facts: Taxable Transaction

•

Upon the Closing Date, each outstanding Medtronic, Inc. common share

will

be

cancelled

and

automatically

converted

into

one

Medtronic

plc

ordinary share

•

For U.S. shareholders that hold Medtronic, Inc. shares on the Closing Date,

this will be considered a taxable transaction and they will generally

recognize a taxable capital gain or loss

•

All Medtronic shareholders, including Medtronic directors and officers

who own shares, are subject to tax on the exchange of their Medtronic, Inc.

shares

for

Medtronic

plc

ordinary

shares.

Medtronic

is

not

providing

any

payments to directors or officers to cover this tax

•

This type of structure was the only available structure that provides

Medtronic access to cash at Covidien without incurring an additional tax

to invest that cash in the U.S.

•

We encourage shareholders to contact their tax and financial advisors for

personal advice

Special Excise Tax is an Additional Tax

All Medtronic

shareholders, including

Medtronic directors and

officers who own shares,

are subject to tax on the

exchange of their

Medtronic, Inc. shares

for Medtronic plc

ordinary shares.

Medtronic is not

providing any payments

to directors or officers to

cover  this tax.

Special Excise 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.

Because this excise tax is separate and incremental

to

the

tax

on

the

exchange

of

shares

that

applies

for all shareholders, including  directors and officers

of the company, Medtronic will assist directors and

officers using a tax "gross-up."

This will result in those shareholders being in the

same tax position

as all other shareholders.

Shareholder Tax on

the Transaction

Key Facts: Federal, State and Local Tax Position

•

The current U.S. tax code limits our ability to invest foreign earnings

back into clinical research, product development and high-paying U.S.

jobs

•

The proposed Covidien acquisition adheres to U.S. and International tax

laws

•

Medtronic will continue to pay taxes in all jurisdictions where revenues

are realized

•

Medtronic will also continue to be subject to all U.S. tax laws:

•

Federal:

35%

tax

rate

•

State:

up

to

12%

depending

on

each

state’s

corporate

tax

rate

•

Local:

up

to

9.25%

depending

on

the

facility

and

employee

location

Medtronic commits additional $10B of incremental

technology investments in U.S. over next 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+

*Over last 10 years

Continued Focus on Innovation Leadership

Combined Impact

Transforming Healthcare Around the World

to Improve More Lives

Every

3

seconds

Together:

$27 Billion Healthcare Leader

87,000+ Employees

Life-Changing Impact for Millions

of Patients

Q&A

Disclaimers

NO OFFER OR SOLICITATION

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

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 and 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

mail

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.

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.

Disclaimers (cont’d)

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.

Disclaimers (cont’d)

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 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.

Statement Required by the Irish Takeover Rules

The directors of Medtronic accept responsibility for the information contained in this document.  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

document

is

in

accordance

with

the

facts

and

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