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.