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Thursday, 06/13/2013 10:02:53 PM

Thursday, June 13, 2013 10:02:53 PM

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Covidien Announces Effectiveness of Mallinckrodt Form 10 Registration Statement (6/13/13)

Covidien Expects to Complete Separation of Mallinckrodt on June 28, 2013

DUBLIN--(BUSINESS WIRE)--Covidien (NYSE: COV), a leading global provider of healthcare products, today announced that the Securities and Exchange Commission (SEC) has declared effective the Registration Statement on Form 10 filed by Mallinckrodt plc in connection with the separation of the Pharmaceuticals business from Covidien. Covidien expects to complete the distribution of Mallinckrodt ordinary shares after the close of trading on the New York Stock Exchange (NYSE) on June 28, 2013.

On May 23, 2013, Covidien's board of directors approved the separation of Mallinckrodt, and declared a dividend in specie of the Pharmaceuticals business, to be effected by the transfer of the Pharmaceuticals business from Covidien to Mallinckrodt plc and the issuance by Mallinckrodt of ordinary shares directly to Covidien's shareholders (the “distribution”). Covidien shareholders will receive one Mallinckrodt ordinary share for each eight Covidien ordinary shares held as of the close of business on June 19, 2013, the record date for the distribution. The distribution is subject to the conditions that will be set forth in the Separation and Distribution Agreement between Covidien and Mallinckrodt, the form of which has been filed as an exhibit to Mallinckrodt's Registration Statement on Form 10.

There is currently no market for Mallinckrodt ordinary shares. The NYSE has authorized the listing of Mallinckrodt ordinary shares under the symbol "MNK" following the distribution. Mallinckrodt has been advised that trading in its ordinary shares is expected to begin on a "when issued" basis on June 17, 2013, under the symbol "MNK.WI." "When issued" trading of Mallinckrodt ordinary shares will continue until the distribution occurs. Mallinckrodt "when issued" trades will settle after June 28, 2013, with newly issued ordinary shares of Mallinckrodt.

Beginning on June 17, 2013, and continuing through June 28, 2013, Covidien expects that ordinary shares of Covidien will trade in two markets on the NYSE: "regular-way" under the symbol "COV" and in the "ex-distribution" market under the symbol "COV.WI." Covidien shares trading under "COV" will carry the right to receive shares of Mallinckrodt in the distribution. Covidien shares trading under "COV.WI" will not carry the right to receive shares of Mallinckrodt in the distribution.

Covidien shareholders who sell their shares in the "regular-way" market before June 28, 2013, will also be selling their entitlement to receive Mallinckrodt ordinary shares in the distribution. Covidien shareholders are encouraged to consult with their financial advisors regarding the specific consequences of selling Covidien ordinary shares on or before June 28, 2013.

On July 1, 2013, regular-way trading will commence on the NYSE for Mallinckrodt under the symbol "MNK" and will continue for Covidien under the symbol "COV."


Covidien is a leading global healthcare products company that creates innovative medical solutions for better patient outcomes and delivers value through clinical leadership and excellence. Covidien manufactures, distributes and services a diverse range of industry-leading product lines in three segments: Medical Devices, Pharmaceuticals and Medical Supplies. With 2012 revenue of $11.9 billion, Covidien has 43,000 employees worldwide in 70 countries, and its products are sold in over 140 countries. Please visit to learn more about our business.


Any statements contained in this communication that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements about the Company’s planned spin-off of its Pharmaceuticals business including the timing and effect of the transaction. Any forward-looking statements contained herein are based on our management's current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or Company actions to differ materially from what is expressed or implied by these statements. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, our ability to effectively introduce and market new products or keep pace with advances in technology, the reimbursement practices of a small number of large public and private insurers, cost-containment efforts of customers, purchasing groups, third-party payors and governmental organizations, intellectual property rights disputes, complex and costly regulation, including healthcare fraud and abuse regulations and the Foreign Corrupt Practices Act, manufacturing or supply chain problems or disruptions, rising commodity costs, recalls or safety alerts and negative publicity relating to Covidien or its products, product liability losses and other litigation liability, divestitures of some of our businesses or product lines, our ability to execute strategic acquisitions of, investments in or alliances with other companies and businesses, competition, risks associated with doing business outside of the United States, foreign currency exchange rates, environmental remediation costs and unanticipated developments that may prevent, delay, alter the terms of or otherwise negatively affect the planned spin-off. These and other factors are identified and described in more detail in our Annual Report on Form 10-K for the fiscal year ended September 28, 2012, and in subsequent filings with the SEC. We disclaim any obligation to update these forward-looking statements other than as required by law.

Jacqueline Strayer, 508-261-8305
Senior Vice President
Corporate Communications
Bruce Farmer, 508-452-4372
Vice President
Public Relations
Coleman Lannum, CFA, 508-452-4343
Vice President
Investor Relations
Todd Carpenter, 508-452-4363
Senior Director
Investor Relations

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