Tyco Healthcare Group LP V
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6JAN200420041357 Tyco International Ltd. Second Floor 90 Pitts Bay Road Pembroke HM 08, Bermuda Tele: 441-292-8674 Fax: 441-392-9647 June 8, 2007 Dear Tyco International Ltd. Shareholder: I am pleased to inform you that the board of directors of Tyco International Ltd. has approved the distributions of all of the common shares of Tyco Electronics Ltd. and Covidien Ltd. to the shareholders of Tyco International Ltd. Giving effect to the distributions, our shareholders will own all of the outstanding shares of Tyco Electronics and Covidien and will continue to own all of the shares of Tyco International Ltd., which will continue to own and operate our fire and security and engineered products and services businesses. At the time of the distributions, Covidien will own and operate our healthcare businesses, as a leading developer, manufacturer and distributor of medical devices and supplies, diagnostic imaging agents, pharmaceuticals and other healthcare products for use in clinical and home settings. Tyco Electronics will own and operate our electronics businesses, a leading global provider of engineered electronic components, network solutions and wireless systems. These distributions are being made pursuant to a plan approved by our board of directors on January 13, 2006 to separate Tyco International into three independent, publicly-traded companies: one for Tyco International’s electronics businesses (Tyco Electronics), one for its healthcare businesses (Covidien) and a third for its fire and security and engineered products and services businesses (Tyco International). Our board of directors believes that creating independent, focused companies is the best way to manage our businesses for the benefit of our shareholders and each of the businesses, in both the short and long term. The distribution of common shares of Covidien will occur on June 29, 2007 by way of a pro rata dividend to our shareholders. Each Tyco International shareholder will be entitled to receive 0.25 common shares of Covidien for each common share of Tyco International held by such shareholder at the close of business on June 18, 2007, the record date of the distribution. The dividend will be issued in book-entry form only, which means that no physical share certificates will be issued. No fractional common shares of Covidien will be issued. If you would otherwise have been entitled to a fractional common share in the distribution, you will receive the net cash value of such fractional share instead. Shareholder approval of the distributions is not required, nor are you required to take any action to receive your Covidien common shares. Following the distributions, you will own common shares in Tyco International, Tyco Electronics and Covidien. Covidien has been authorized to have its common shares listed on the New York Stock Exchange and the Bermuda Stock Exchange under the symbol ‘‘COV,’’ and Tyco Electronics has been authorized to have its common shares listed on the New York Stock Exchange and the Bermuda Stock Exchange under the symbol ‘‘TEL.’’ Tyco International’s common shares will continue to trade on the New York Stock Exchange and on the Bermuda Stock Exchange under the symbol ‘‘TYC.’’ The enclosed information statement, which is being mailed to all Tyco International shareholders, describes the distribution of Covidien common shares in detail and contains important information about Covidien. A separate information statement is being mailed to Tyco International shareholders with respect to the distribution of Tyco Electronics common shares. We urge you to read these information statements carefully. I want to thank you for your continued support of Tyco International. We look forward to your support of Tyco Electronics and Covidien in the future. Yours sincerely, 7JAN200407273338 Edward D. Breen Chairman and Chief Executive Officer Tyco International Ltd. 13APR200718402824 June 8, 2007 Dear Covidien Ltd. Shareholder: It is our pleasure to welcome you as a shareholder of our company, Covidien Ltd. We are a global leader in developing, manufacturing and distributing medical devices and supplies, diagnostic imaging agents, pharmaceuticals and other healthcare products for use in clinical and home settings. Our products are used in hospitals, surgi-centers, alternate care facilities, physicians’ offices, imaging centers and the home. Our portfolio of products is sold under brand names such as United States Surgical, Autosuture, Valleylab, Mallinckrodt, Nellcor, Puritan Bennett and Kendall. As an independent, publicly-traded company, we believe we can more effectively focus on our objectives and satisfy the strategic needs of our company, and thus bring more value to you as a shareholder, than we could as an operating segment of Tyco International. In addition, we will have the ability to offer our employees incentive opportunities linked to our performance as an independent, publicly-traded company, which we believe will enhance employee performance. We expect to have our common shares listed on the New York Stock Exchange and the Bermuda Stock Exchange under the symbol ‘‘COV’’ in connection with the distribution of our common shares by Tyco International. We invite you to learn more about Covidien by reviewing the enclosed information statement. We look forward to our future as an independent, publicly-traded company and to your support as a holder of Covidien common shares. Very truly yours, 8JUN200723173193 Richard J. Meelia President and Chief Executive Officer Covidien Ltd. INFORMATION STATEMENT 13APR200718402824 COMMON SHARES (par value $0.20 per share) On January 13, 2006, Tyco International announced that its board of directors had approved a plan to separate Tyco International into three independent, publicly-traded companies: one for Tyco International’s electronics businesses (Tyco Electronics), one for its healthcare businesses (Covidien) and one for its fire and security and engineered products and services businesses (Tyco International). Tyco International intends to accomplish this separation through distributions of common shares to Tyco International shareholders. Immediately following the separation of Tyco Electronics and Covidien, Tyco International’s shareholders will own 100% of the equity in each of the three companies. We anticipate that the distribution will be tax-free for U.S. federal income tax purposes. As a result of these transactions, Tyco International will cease to own any of our shares and you, as a holder of Tyco International common shares, will receive 0.25 Covidien common shares for each Tyco International common share that you hold at the close of business on June 18, 2007, the record date for the distribution. We are sending you this information statement to describe the separation of Covidien. We expect the separation to occur on June 29, 2007. Effective as of that date, our transfer agent will distribute our common shares to each eligible holder of Tyco International common shares by crediting book-entry accounts with that holder’s proportionate number of whole common shares. Eligible holders will receive a cash payment in lieu of any fractional interest in our common shares. No shareholder action is necessary to receive the Covidien common shares to which you are entitled in the distribution, which means that: • you do not need to pay any consideration to Tyco International or to Covidien; and • you do not need to surrender any Tyco International common shares to receive your Covidien common shares. In addition, no shareholder vote is required for the separation to occur. Tyco International is not asking you for a proxy. There has been no trading market for our common shares. We expect, however, that a limited market for our common shares, commonly known as a ‘‘when-issued’’ trading market, will develop on or shortly before the record date for the distribution. We have applied to list our common shares on the New York Stock Exchange, or the NYSE, and on the Bermuda Stock Exchange, or the BSX, under the ticker symbol ‘‘COV.’’ As you review this information statement, you should carefully consider the matters described in ‘‘Risk Factors.’’ The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this information statement is June 8, 2007. TABLE OF CONTENTS Introduction .............................................................. ii Summary ................................................................ 1 Risk Factors .............................................................. 11 Special Note About Forward-Looking Statements ................................... 28 Questions and Answers About the Separation ..................................... 29 The Separation ........................................................... 34 Trading Market ........................................................... 45 Dividends ............................................................... 47 Capitalization ............................................................. 48 Selected Historical Combined Financial and Other Data .............................. 49 Unaudited Pro Forma Condensed Combined Financial Statements ...................... 51 Management’s Discussion and Analysis of Financial Condition and Results of Operations ..... 58 Industry Outlook .........................................................