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EX-99.1 - EXHIBIT 99.1 - Medtronic plcexhibit991-pressreleaseofm.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________
FORM 8-K
 _____________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 31, 2016
 _____________________________
MEDTRONIC PUBLIC LIMITED COMPANY
(Exact name of Registrant as Specified in its Charter)
  _____________________________

Ireland
 
1-36820
 
98-1183488
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)


20 On Hatch, Lower Hatch Street
Dublin 2, Ireland
 
(Address of principal executive offices)
 

+353 1 438-1700
(Registrant’s telephone number, including area code):

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 8.01. Other Events

On March 31, 2016, Medtronic plc (the “Company”) issued a press release announcing the commencement of a cash tender offer (the “Tender Offer”) by its wholly-owned subsidiaries, Medtronic, Inc. (“Medtronic, Inc.”) and Covidien International Finance S.A. (“CIFSA”), for up to $2.75 billion combined aggregate purchase price (excluding accrued and unpaid interest to, but not including, the applicable settlement date and excluding fees and expenses related to the Tender Offer) of CIFSA’s 6.550% Senior Notes due 2037 and 2.950% Senior Notes due 2023 and Medtronic, Inc.’s 4.000% Senior Notes due 2043, 2.750% Senior Notes due 2023, 4.450% Senior Notes due 2020, 4.375% Senior Notes due 2035, and 2.500% Senior Notes due 2020 (collectively, the “Notes”). The Tender Offer will expire at 11:59 p.m., New York City time, on April 27, 2016, unless extended or earlier terminated. The Tender Offer is being made exclusively pursuant to an offer to purchase dated March 31, 2016 and a related letter of transmittal, which set forth the terms and conditions of the Tender Offer.
A copy of the Company’s press release announcing the Tender Offer is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are for information purposes only and do not constitute an offer to purchase the Notes.
Item 9.01. Exhibits
(d) List of Exhibits
Exhibit
 
 
Number
 
Description
99.1
 
Press release of Medtronic plc, dated March 31, 2016

































SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
 
MEDTRONIC PUBLIC LIMITED COMPANY
 
 
 
 
 
 
By
/s/ Gary L. Ellis
Date: March 31, 2016
 
 
Gary L. Ellis
 
 
 
Executive Vice President and Chief Financial Officer




















































EXHIBIT INDEX
 
Exhibit
 
 
Number
 
Description
99.1
 
Press release of Medtronic plc, dated March 31, 2016