DUBLIN--(BUSINESS WIRE)--May. 22, 2012--
Covidien plc (NYSE: COV) today announced that its wholly-owned
subsidiary, Covidien International Finance S.A. (CIFSA), launched an
underwritten offering of senior notes (the “Notes”). These notes will be
fully and unconditionally guaranteed on a senior unsecured basis by
Covidien plc and its subsidiary, Covidien Ltd. CIFSA intends to use the
proceeds from the offering to finance the redemption of all of its
outstanding 5.450% senior notes due October 2012 and for general
corporate purposes.
On May 22, 2012, CIFSA called for redemption all of its outstanding
5.450% senior notes due October 2012 (the “Maturing Notes”), which were
issued pursuant to an Indenture dated as of October 22, 2007, as
supplemented and amended from time to time (the “Indenture”), among
CIFSA, as issuer, Covidien plc and Covidien Ltd., as guarantors, and
Deutsche Bank Trust Company Americas, as trustee.
The Maturing Notes are expected to be redeemed on June 21, 2012, (the
“Redemption Date”) at a redemption price equal to the greater of (i)
100% of the principal amount of the Maturing Notes to be redeemed, and
(ii) as determined by the Quotation Agent (as defined in the Indenture),
the sum of the present values of the remaining scheduled payments of
principal and interest thereon due on any date after the Redemption Date
(excluding the portion of interest that will be accrued and unpaid to
and including the Redemption Date) discounted from their scheduled date
of payment to the Redemption Date (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Redemption Treasury (as defined in
the Indenture) plus 20 basis points. Holders of the Maturing Notes
subject to redemption also will receive accrued and unpaid interest on
the Maturing Notes up to, but not including, the Redemption Date.
A notice of redemption is being mailed by Deutsche Bank Trust Company
Americas, as trustee for the Maturing Notes, to all registered holders.
Copies of the notice of redemption and additional information relating
to the procedure for redemption may be obtained from Deutsche Bank Trust
Company Americas by calling 1-800-735-7777.
BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Deutsche
Bank Securities Inc. are acting as joint book-running managers for the
offering. CIFSA, Covidien plc and Covidien Ltd. have filed a
registration statement (including a prospectus) with the Securities and
Exchange Commission (SEC) for the offering to which this communication
relates. Before you invest, you should read the prospectus in that
registration statement, the related preliminary prospectus supplement
and other documents that have been filed with the SEC for more complete
information about CIFSA, Covidien plc and Covidien Ltd. and the
offering. You may get these documents for free by visiting EDGAR on the
SEC web site at www.sec.gov.
Alternatively, the prospectus relating to the offering may be obtained
by calling BNP Paribas Securities Corp. toll free at 1-800-854-5674,
Citigroup Global Markets Inc. toll free at 1-877-858-5407 or Deutsche
Bank Securities Inc. toll free at 1-800-503-4611.
This announcement does not constitute an offer to sell or the
solicitation of offers to buy any security and shall not constitute an
offer, solicitation, or sale of any security in any jurisdiction in
which such offer, solicitation, or sale would be unlawful.
FORWARD-LOOKING STATEMENTS
Any statements contained in this communication that do not describe
historical facts may constitute forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act of 1995. Any
forward-looking statements contained herein are based on our
management's current beliefs and expectations, but are subject to a
number of risks, uncertainties and changes in circumstances, which may
cause actual results or Covidien actions to differ materially from what
is expressed or implied by these statements. The factors that could
cause actual future results to differ materially from current
expectations include, but are not limited to, our ability to effectively
introduce and market new products or keep pace with advances in
technology, the reimbursement practices of a small number of large
public and private insurers, cost-containment efforts of customers,
purchasing groups, third-party payors and governmental organizations,
intellectual property rights disputes, complex and costly regulation,
including healthcare fraud and abuse regulations and the Foreign Corrupt
Practices Act, manufacturing or supply chain problems or disruptions,
rising commodity costs, recalls or safety alerts and negative publicity
relating to Covidien or its products, product liability losses and other
litigation liability, divestitures of some of our businesses or product
lines, our ability to execute strategic acquisitions of, investments in
or alliances with other companies and businesses, competition, risks
associated with doing business outside of the United States, foreign
currency exchange rates and environmental remediation costs. These and
other factors are identified and described in more detail in our Annual
Report on Form 10-K for the fiscal year ended September 30, 2011, and in
subsequent filings with the SEC. We disclaim any obligation to update
these forward-looking statements other than as required by law.

Source: Covidien
Covidien
Eric Kraus, 508-261-8305
Senior Vice President
Corporate
Communications
eric.kraus@covidien.com
or
Coleman
Lannum, CFA, 508-452-4343
Vice President
Investor Relations
cole.lannum@covidien.com
or
Bruce
Farmer, 508-452-4372
Vice President
Public Relations
bruce.farmer@covidien.com
or
Todd
Carpenter, 508-452-4363
Director
Investor Relations
todd.carpenter@covidien.com