Covidien Group S.a.r.l. entered into a tender offer agreement to acquire 96.7% stake in Medicrea International SA (ENXTPA:ALMED) for approximately €140 million on July 15, 2020. Under the terms of the tender offer transaction, Covidien Group will pay €7 per share to acquire 20.5 million shares of Medicrea and 1 million shares due to exercise of warrants. Covidien will not acquire 0.7 million non-available free shares, 0.1 million unvested free shares, 1.1 million shares likely to be issued on the exercise of 1.1 million options which have been the subject of a non-exercise and non-contribution commitment to the offer. Covidien will commence squeeze out for the shares not tendered in the offer. Medicrea International's largest shareholders, including founder, President and Chief Executive Officer Denys Sournac as well as certain other key managers, employees and Directors of Medicrea International SA, have entered into commitments to tender their shares. The tender offer agreement will automatically terminate on January 31, 2021. Medicrea will pay termination fee of €4.1 million in case of termination.

As reported on July 20, 2020 an ad hoc committee composed of François-Régis Ory, independent Director, Chairman of the ad hoc committee, Patrick Bertrand, Director and Christophe Bonnet, independent Director was formed to propose the appointment of an independent expert to the Board of Directors, to monitor the work of the expert and to prepare a draft reasoned opinion on the offer. Covidien at the end of the offer period will appoint majority of the members of the Board of Directors of Medicrea and of the other companies of the group and the undertaking of Medicrea to ensure and take all measures necessary for these persons to be elected or appointed. The transaction is subject to customary closing conditions, including obtaining regulatory clearance from the French Markets Authority, applicable foreign investment clearance in France, and applicable merger control clearance in the United States. The completion of the tender offer will be subject, in addition to the mandatory minimum acceptance of at least 66.67% of the share capital and voting rights. The Boards of Directors of both companies have unanimously approved the transaction. Orfis recommended that the price of the voluntary public tender offer of €7 per share is fair from a financial point of view for the shareholders of Medicrea. The offer will open on October 1, 2020 and will close on November 5, 2020. The transaction is expected to be immaterial to Medtronic's adjusted earnings per share in the first two fiscal years before turning accretive in fiscal year 2023.

Lorraine Barret and David Ecot of Bank Of America Merrill Lynch International DAC, France Branch and Patrick Perreault and Kevin Debrabant of Société Générale acted as financial advisors, while Jeremy Scemama, Edouard Sarrazin, Bijan Eghbal, Raphael Béra, Jonathan Rofé, Myriam Mejdoubi, David Clark, Michael Kagnoff, Nicholas Klein, Paolo Morante and Dean Fealk of DLA Piper acted as legal advisor to Medtronic plc (NYSE:MDT), parent of Covidien Group. Cowen acted as financial advisor, Matthieu Grollemund of while Baker McKenzie acted as legal advisor to Medicrea International SA. Orfis acted as an independent expert for Medicrea. BofA Securities acted as financial advisor to Medtronic plc, parent company of Covidien Group S.a.r.l.

Covidien Group S.a.r.l. completed the acquisition of 96.7% stake in Medicrea International SA (ENXTPA:ALMED) on November 5, 2020. The offer was oversubscribe with 20.65 million shares. Medtronic plc, the parent company of Covidien Group S.a.r.l. will shortly request the implementation of a squeeze-out procedure under French law, which will result in Medicrea becoming a wholly-owned subsidiary of Medtronic.