Examples of Covidien Shareholders in a sentence
The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders.
On or prior to the date hereof, the Covidien Board has determined that the transactions contemplated by this Agreement are fair to and in the best interests of Covidien and the Covidien Shareholders and has adopted a resolution to make, subject to Clause 5.3 and to the obligations of the Covidien Board under the Takeover Rules, the Scheme Recommendation and the recommendation contemplated by Clause 3.6(c)(iii).
Without limiting Clause 3.6 of the Transaction Agreement, in such event, such offer will be implemented on terms and conditions that are at least as favourable to the Covidien Shareholders (except for an acceptance condition set at 80 per cent of the nominal value of the Covidien Shares to which such an offer relates and which are not already in the beneficial ownership of Medtronic so far as applicable) as those which would apply in relation to the Scheme.
The Covidien Shareholder Approval is the only vote of holders of securities of Covidien which is required to consummate the transactions contemplated hereby (other than, in the case of the Holdco Distributable Reserves Creation, the approval of the Covidien Distributable Reserves Resolution by the Covidien Shareholders).
It is expected that, immediately after the closing of the Transaction and the Merger, Medtronic Shareholders will own approximately 70% of New Medtronic on a fully diluted basis and the Covidien Shareholders will own approximately 30% of New Medtronic on a fully diluted basis.
To become effective, the scheme of arrangement will require, among other things, the approval of a majority in number of Covidien shareholders, present and voting either in person or by proxy at an extraordinary general meeting of Covidien shareholders, representing seventy five per cent or more in value of Covidien shares held by such holders, as well as the approval by Covidien Shareholders of resolutions relating to the implementation of the Scheme.
No amendment of this Agreement shall be binding unless the same shall be evidenced in writing duly executed by each of the Parties, except that, following approval by the Covidien Shareholders or the Medtronic Shareholders, there shall be no amendment to the provisions hereof which by applicable Law would require further approval by the Covidien Shareholders or the Medtronic Shareholders without such further approval nor shall there be any amendment or change not permitted under applicable Law.
Upon the Scheme becoming effective, it will be binding on all Covidien Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the EGM.
Based on the closing price for Medtronic common stock on 13 June 2014, the last trading day prior to the date of this announcement, Covidien Shareholders will receive cash and shares valued at $93.22 per share, representing a premium of 29% to the closing price of Covidien’s ordinary shares on 13 June 2014, the last trading day prior to the date of this announcement and a total transaction equity value of approximately $42.9 billion.
Accordingly, the Board of Covidien unanimously recommends to Covidien Shareholders to vote in favor of the Acquisition and the Scheme, as the directors of Covidien who are Covidien Shareholders intend to do in respect of their own beneficial holdings.