Oridion Systems Ltd : Covidien to acquire Oridion in all-cash transaction

News Release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Covidien to acquire Oridion in all-cash transaction

Covidien announces its intent to acquire Oridion Systems Ltd. in an all-cash transaction of USD 23 per Oridion share, representing total equity value of approximately USD 346 million for Oridion on a fully diluted basis

Transaction has been unanimously recommended by each of Oridion's and Covidien's

Board of Directors

Based on an exchange rate of CHF 0.9167 to USD 1.00 on April 4, 2012 the transaction price per Oridion share is equivalent to approximately CHF 21.08 and represents a premium of 91% to the volume-weighted average share price of the last

60 trading days and a premium of 76% to the closing price on April 4, 2012

Covidien plans to integrate Oridion as a center of excellence in Capnography within its Medical Devices segment

Jerusalem/Needham - April 5, 2012 - Covidien (NYSE: COV), a leading global provider of healthcare products and recognized innovator in patient monitoring and respiratory care devices, and Oridion Systems Ltd. (SIX Swiss Exchange: ORIDN), the global leader in capnography monitoring and the creator of the Integrated Pulmonary Index™, one of the Smart Capnography™ family of decision- support solutions, have agreed that Covidien will acquire Oridion in an all-cash transaction at USD 23 per Oridion share, reflecting an equity value of Oridion of approximately USD 346 million on a fully diluted basis.
The transaction will be structured as a merger.
Under the terms of the agreement, Covidien will acquire all of Oridion's issued and to be issued shares on a fully diluted basis at a price of USD 23 per share, equivalent to approximately CHF 21.08 per share based on an exchange rate of CHF 0.9167 to USD 1.00 (exchange rate as of April 4, 2012, 06.00 pm CET). The offer represents a premium of 91 percent to the volume-weighted average share price of the last 60 trading days of CHF 11.01 and a 76 percent premium to Oridion's closing share price of CHF 12.00 on April 4, 2012. Oridion's Board of Directors has evaluated the merger proposal and transaction in detail and has unanimously approved the merger and recommends that Oridion shareholders vote in favor of the merger.
Oridion Systems Ltd., headquartered in Jerusalem, Israel, and Needham, MA, USA, generated revenue of USD 64.5 million and net income of USD 6.5 million in 2011. The Company was founded in 1987 and has become the market leader in Capnography (i.e., the monitoring of the carbon dioxide (CO2) in a patient's breath). Oridion's proprietary medical devices and patient interfaces, based on its patented Microstream® technologies, provide effective, proven airway monitoring and are used in various clinical environments, including procedural sedation, pain management, critical care, post-anesthesia care, emergency medical services, transport, alternate care and other settings where patients' ventilation may be compromised and at risk.
Covidien plans to integrate Oridion into its Oximetry & Monitoring product line (Medical Devices segment) and to develop Oridion to be the center of excellence in Capnography monitoring. Covidien

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will provide a global exposure for Oridion's capnography solutions and will ensure that Oridion can
further increase the high innovation rate of its current product range.
"Being part of Covidien will give Oridion very important operational and strategic benefits. In particular, it will greatly expand the sales reach of our products through Covidien's potent sales channels. This should allow for an even more rapid increase in the penetration of our patient monitoring solutions in our current and planned new clinical environments," said Alan Adler, Chairman and CEO of Oridion Systems Ltd.
"This acquisition adds a key monitoring technology to the Covidien portfolio," said Robert J. White, President, Respiratory & Monitoring Systems, Covidien. "Oridion's market-leading products and etCO2 technology are excellent complements to the Company's current portfolio of pulse oximeters and monitoring products, enabling us to offer a complete portfolio of solutions to monitor respiratory function for patients around the world."
J.P. Morgan Securities LLC acted as financial advisor to Oridion and provided a fairness opinion to the
Board of Directors.
In accordance with Israeli Companies Law and the Articles of Association, Oridion Systems Ltd. will hold an Extraordinary General Meeting of Shareholders in May, 2012. The Oridion shareholders will be asked to approve the proposed merger transaction under the conditions as mentioned in the proxy statements to the Extraordinary General Meeting.
The transaction agreement and proposed merger shall be solely governed by the laws of the State of
Israel. The transaction is subject to regulatory approvals and other customary closing conditions.

More information

Further detailed information on the transaction will be provided in the proxy statements for Oridion's
Extraordinary Meeting of Shareholders. The proxy statements are expected to be published in April and become available at www.oridion.com.
Oridion will host a conference call today, April 5, 2012 at 10:00 hours Central European Time (CET) /
with Alan Adler, Chairman and CEO, and Walter Tabachnik, CFO.
UK callers are kindly requested to dial [phone], from Switzerland and rest of Europe
[phone], and from the US [phone].
Slides of the presentation for the conference call will be available at www.oridion.com.
An audio replay of the call will start one hour after the call ends and will be available for 48 hours: Playback numbers: [phone] (UK), [phone] (Switzerland and Rest of Europe), and [phone] (US). The access code is 16639#.

ABOUT COVIDIEN

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 2011 revenue of USD 11.6 billion, Covidien has 41,000 employees worldwide in more than 65 countries, a nd its products are sold in over 140 countries. Please visit www.covidien.comfor more information.

ABOUT ORIDION

Oridion Systems Ltd. is a global medical device company specializing in patient safety monitoring. The
Company operates through wholly owned subsidiaries in Israel and the United States. Oridion develops proprietary medical devices and patient interfaces, based on its patented Microstream® technologies, for the enhancement of patient safety through the monitoring of the carbon dioxide (CO2) in a patient's

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breath. These products provide effective, proven airway management and are used in various clinical environments, including procedural sedation, pain management, critical care units, post-anesthesia care units, emergency medical services, transport, alternate care and other settings where patients' ventilation may be compromised and at risk. Please visit www.oridion.comfor more information.

For further information please contact

Alan Adler, Chairman and Chief Executive Officer
Walter Tabachnik, Chief Financial Officer
Elena Gerberg, Investor Relations
e-mail [e-mail] website http://www.oridion.com phone [phone]
address Oridion Systems Ltd., P.O. Box 45025, 91450 Jerusalem, Israel

Additional information

This release is neither an offer to purchase nor a solicitation of an offer to sell securities. Shareholders
of Oridion Systems Ltd. are urged to read the proxy statements to the Extraordinary General Meeting of Shareholders. The proxy statements are expected to be published in April 2012 and become available at www.oridion.com.

Forward-Looking Statements

Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. The words "estimate" "project" "intend" "expect" "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. Many factors could cause the actual results, performance or achievements of

Oridion to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, Oridion's ability to maintain profits, the market demands for its Capnography products, its ability to focus its team on the Capnography business, changes in general economic and business conditions, inability to maintain market acceptance to the Company's products,

inability to timely develop and introduce new technologies, products and applications, rapid changes in the market for the Company's products, loss of market share and pressure on prices resulting from competition, introduction of competing products by other companies, inability to manage growth and expansion, loss of key OEM partners, inability to attract and retain qualified personnel, inability to protect the Company's proprietary technology;

resolution of the final nature of the recall; future actions of the FDA with respect to the Company's implementation of the recall; future actions of the FDA or any other regulatory body or government authority that could delay, limit or suspend product development, manufacturing or sale or result in seizures, injunctions, monetary sanctions or criminal or civil liabilities; product quality or patient safety issues.

Furthermore, this press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Company's shares issued have not been, and will not be, registered under the US Securities Act of

1933, as amended (the "Securities Act"), or under any of the relevant Securities Laws of any state of the United

States. The Company's shares may not be offered, sold or delivered, directly or indirectly, to, or for, the account of any US person (as defined in regulation S under the Securities Act) in or into the United States, or by use of the US mail, or by any means or instrumentality of United States interstate commerce, absent registration, or an exemption from registration under the Securities Act.

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