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www.fdanews.com/articles/169436-covidien-shareholders-give-blessing-to-medtronic-takeover

Covidien Shareholders Give Blessing to Medtronic Takeover

January 6, 2015

Covidien shareholders Tuesday approved a statutory procedure outlining changes in financial holdings following completion of the company’s acquisition by Medtronic. The court-required meeting is required under Irish corporate takeover rules.

The outcome allows Covidien directors to convert shares to New Medtronic on the final day of the merger and to create distributable reserves by reducing the entire share premium of New Medtronic resulting from the issuance of ordinary shares. The vote also authorizes compensation for specified executive officers of Covidien.

In all, shareholders voted on six actions. All but one were approved by over 99 percent of those present. Covidien filed a Form 8-K with the U.S. Securities & Exchange Commission on Tuesday, detailing the results of the voting. The Irish High Court must still approve the deal.

Medtronic CEO Omar Ishrak called the meeting a “key milestone for the company.” The Minnesota device giant anticipates closing the merger in late January or early February. — Kellen Owings