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COV > SEC Filings for COV > Form 8-K on 29-Jul-2009All Recent SEC Filings

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Form 8-K for COVIDIEN PLC


29-Jul-2009

Regulation FD Disclosure, Financial Statements and Exhibits


Item 7.01 Regulation FD Disclosure

On July 29, 2009, Covidien plc (the "Company") issued a press release announcing entry into a definitive agreement to acquire Power Medical Interventions, Inc. (PMI), a provider of computer-assisted, power-actuated surgical cutting and stapling products.

The Board of Directors of both companies unanimously approved the transaction, pursuant to which an indirect, wholly-owned subsidiary of the Company will pay $2.08 in cash per share of PMI common stock. Aggregate consideration, including assumption of debt, will total approximately $64 million. The transaction, which will take the form of an all cash tender offer, is subject to customary closing conditions and is expected to be completed by September 25, 2009.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.

Important Additional Information Will Be Filed with the Securities and Exchange Commission (SEC)

This current report is neither an offer to purchase nor a solicitation of an offer to sell shares of PMI. Covidien Delaware Corp. (the "Merger Sub"), an indirect, wholly-owned subsidiary of the Company, has not commenced the tender offer for the shares of PMI stock described in this current report.

Upon commencement of the tender offer, the Merger Sub will file with the SEC a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal, and other related documents. Following commencement of the tender offer, PMI will file with the SEC a tender offer solicitation/recommendation statement on Schedule 14D-9. These documents will contain important information about the Company, Merger Sub, PMI, the transaction and other related matters. Investors and security holders are urged to read each of these documents carefully when they are available.

Investors and security holders will be able to obtain free copies of the tender offer statement, the tender offer solicitation/recommendation statement and other documents filed with the SEC by the Merger Sub and PMI through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of these documents by contacting:
Covidien, Investor Relations, 508-452-4650, investor.relations@covidien.com.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated July 29, 2009


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