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Case Status:    SETTLED
On or around 10/02/2015 (Other)

Filing Date: August 11, 2014

According to the Complaint, Covidien is an Irish-incorporated healthcare products company and manufacturer
of medical devices and supplies. On June 15, 2014, Covidien and Medtronic announced they had entered into a definitive agreement (the "Transaction Agreement") pursuant to which Covidien would be acquired by Medtronic.

The Complaint alleges that in order to induce Covidien's shareholders to approve the Proposed Transaction and guarantee their personal benefits, the Individual Defendants and Medtronic through Medtronic's affiliate, Medtronic Holdings Ltd., jointly a Form S-4 Registration Statement on July 14, 2014 with the SEC which included the materially false and misleading joint preliminary proxy statement (the "Proxy"). The Proxy, which recommends that Covidien shareholders vote in favor of the Proposed Transaction, omits and/or misrepresented material information in contravention of sections 14(a) and 20(a) of the Exchange Act regarding: (i) the process leading up to the announcement of the Proposed Transaction; (ii) the financial analyses supporting the Proposed Consideration performed by Goldman, Sachs & Co. ("Goldman Sachs"), Covidien's financial advisor; (iii) the financial analyses supporting the Proposed Consideration performed by Perella Weinberg Partners LP ("Parella Weinberg"), Medtronic's financial advisor; (iv) conflicts of interest affecting Goldman Sachs; and (v) the Company's, Medtronic's, and the go-forward combined company's financial projections.

On November 14, 2014, this case was consolidated into lead case 1:14-cv-12949-LTS.

On May 15, 2015, the parties entered into a Stipulation of Settlement. This Settlement was preliminarily approved by the Court on May 19. The Settlement was granted final approval by the Court, and Final Judgment entered, on September 23.


Sector: Healthcare
Industry: Medical Equipment & Supplies
Headquarters: Ireland


Ticker Symbol: COV
Company Market: New York SE
Market Status: Public (Listed)

About the Company & Securities Data

"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: D. Massachusetts
DOCKET #: 14-CV-13308
JUDGE: Hon. Leo T. Sorokin
DATE FILED: 08/11/2014
CLASS PERIOD END: 08/11/2014
  1. Hutchings, Barsamian, Mandelcorn & Zeytoonian, LLP
  2. Robbins Arroyo LLP
No Document Title Filing Date
—Reference Complaint Complaint Related Data is not available
—Related District Court Filings Data is not available