Covidien Ltd. has announced that its Board of Directors has unanimously approved moving the Company’s principal executive office from Bermuda to Ireland. This move is part of a reorganization that will create a newly formed Irish company, Covidien plc. The first step in this reorganization is the establishment of Covidien’s tax residency in Ireland later this month. Covidien shareholders then will be asked to vote in favor of completing the reorganization at a shareholders meeting. If conditions are satisfied, including approval by Covidien’s shareholders and the Supreme Court of Bermuda, Covidien plc then will replace Covidien Ltd. as the ultimate parent company. “The decision to move to Ireland was made after an extensive analysis of several possible alternatives,” said Chairman, President and Chief Executive Officer Richard J. Meelia. “Assuming shareholder approval, incorporation in Ireland will offer increased strategic flexibility and operational benefits as we continue to expand the rapidly growing international portion of our business.” Ireland has a stable economic, legal and regulatory environment and enjoys strong relationships as a member of the European Union. Additionally, Ireland enjoys a long history of international investment and a good network of tax treaties with the United States, the European Union and several other countries where Covidien has major operations. Covidien has a well-established presence in Ireland, where it has had operations for nearly 30 years. The company has five factories serving the Medical Devices and Imaging Solutions segments, as well as sales and customer service facilities. In total, Covidien has almost 2,000 employees in the country. Covidien does not expect the reorganization will have any material impact on its financial results. There will be no changes to Covidien’s U.S. operations or workforce. Full details of the proposed transaction, and the associated benefits and risks, will be provided to shareholders in a proxy statement with respect to the shareholders meeting. Covidien will, upon completion of the reorganization, continue to be subject to United States Securities and Exchange Commission (SEC) reporting requirements, and Covidien’s common shares will continue to be listed on the New York Stock Exchange under the symbol COV. Once the reorganization is completed, Covidien will terminate its listing on the Bermuda Stock Exchange.
