Town Hall Meeting

July 31, 2014

Omar Ishrak

Chairman and CEO

Medtronic, Inc.

Filed by Medtronic, Inc. (SEC File No.: 001-07707)

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Covidien plc

Form S-4 File No.: 333-197406

Date: July 31, 2014

Medtronic to Acquire Covidien

Creates the premier global medical technology and services

company with unmatched breadth and patient reach

About Medtronic

Fulfilling Unmet Medical Needs

The Medtronic Mission: A Shared Sense

of Purpose

To contribute to human welfare…alleviate pain,

restore health, and extend life…

To direct our growth in the areas of maximum

strength and ability…to continuously build on these

areas through education and knowledge…

To strive without reserve for the greatest reliability

and quality…

to be recognized as a company of

dedication, honesty, integrity, and service…

To make a fair profit…

To recognize the personal worth of employees…

To maintain good citizenship as a company.

“

”

Improve Clinical

Outcomes

Expand Access

Optimize Cost

and Efficiency

Universal Healthcare Needs

Economic Value

Globalization

Strategies

Therapy

Innovation

Universal HC needs

Improve clinical

outcomes

Expand access

Optimize cost

and efficiency

Strategies to Address Healthcare Needs

Three Business Groups Address Broad Spectrum

of Diseases

The data in this chart  has been intentionally rounded to the nearest

whole percentage and therefore does not sum to 100%.

Cardiac Rhythm

& Heart Failure

30%

Coronary &

Structural Heart

18%

Aortic & Peripheral 5%

Diabetes

9%

Surgical

Technologies

9%

Neuromodulation

11%

Spine

19%

Strategic Fit

Combination Results in Strategic Diversification

Surgical

Surgical

Solutions

Solutions

Respiratory &

Respiratory &

Patient Care

Patient Care

Therapy Innovation:

Therapy Innovation:

Delivering strong

launch cadence of meaningful therapies

and procedures

Globalization:

Globalization:

Addressing the inequities

in healthcare access globally

Economic Value:

Economic Value:

Becoming a leader

in value-based healthcare by incorporating

EV into our DNA

Uniquely positioned to expand our industry-

leading franchises through our three

differentiated strategies:

A Strong Strategic Fit

Three Key Benefits for Medtronic and Covidien

Therapy Innovation

Therapy

Innovation

1.

Strengthen and enhance Peripheral Vascular

and Neuroscience portfolios

2.

Leverage adjacencies in Medtronic Surgical

Technologies and Covidien Surgical Solutions

3.   Accelerate market adoption of early stage

Covidien therapies

Covidien Expertise Creates Broader, More Compelling

Offering in Peripheral Vascular Disease Management

Strength in Aortic Disease

Management

Strength and Product Breadth

in Peripheral Vascular Disease

Management

Combined Businesses Will Provide Opportunity to Accelerate Growth

Augmented by Therapy Innovations

Combined Company Immediately Accelerates

Ability to Expand Global Access

countries

150

+

locations

locations

300

+

combined

EM revenue

$3.7B

Broader presence facilitates more rapid expansion

Broader presence facilitates more rapid expansion

Covidien products such as surgical tools and capital

Covidien products such as surgical tools and capital

equipment are adopted earlier in hospitals, becoming

equipment are adopted earlier in hospitals, becoming

a base for Medtronic chronic disease therapies

a base for Medtronic chronic disease therapies

Combined R&D and manufacturing breadth globally 

Combined R&D and manufacturing breadth globally 

enables broader government partnerships

enables broader government partnerships

Cath Lab Managed Services

(Europe)

Cardiac & Vascular

Line Administrator (U.S.)

General Surgery

Line Administrator (U.S.)

General Surgery Managed

Services (Europe)

Opportunities to Become Robust Unmatched

Integrated Health Solutions Partner

Economic Value

Value primarily realized in

post-acute settings

Cardiocom

Value primarily realized in

hospital efficiencies

Covidien Sensors

Integration Guidelines

Guiding Principles for Integration

•

Continue to act as independent

companies until transaction close

•

Keep focus and protect current

business momentum in our

respective companies

•

Plan for integration now to be

ready for Day 1 post-close

•

Focus on creating lasting value

beyond stated cost synergies

•

Frequent, open communication

on key decisions

Integration Team Structure

Integration Leads

Medtronic

Covidien

Medtronic

Covidien

Geoff Martha

Bill Burke

Integration Management Office (IMO)

Medtronic

Covidien

Steering Committee

Strategy & Master Planning

Medtronic

Covidien

BUs/Franchises

Medtronic

Covidien

Finance

Medtronic

Covidien

Baseline & Value Capture

Medtronic

Covidien

Culture, Change Mgmt, Comms

Medtronic

Covidien

Talent Management Processes

Medtronic

Covidien

Regions

Medtronic

Covidien

Growth Acceleration

Medtronic

Covidien

Human Resources

Medtronic

Covidien

IT

Medtronic

Covidien

Mfg/Supply Chain

Medtronic

Covidien

Legal/Gov’t Affairs

Medtronic

Covidien

Clinical/Regulatory

Medtronic

Covidien

Quality

Medtronic

Covidien

Cross-functional teams

Commercial teams

Functional teams

Strategy & Business Dev

Medtronic

Covidien

Combined Impact

Accelerating Covidien Early Stage Therapies

Interventional Lung: For Lung Cancer

Interventional GI (Barrett's):                

For Barrett's Esophagus (pre-cancerous)

Stroke: SWIFT PRIME Clinical Trial 

Open to Minimally Invasive Surgery:      

e.g. Bariatric Minimally Invasive Surgery

Capnography: CO   Monitoring

2

Transforming Healthcare Around the World

to Improve More Lives

Every

3

seconds

Together:

$27 Billion Healthcare Leader

87,000+ Employees

Life-Changing Impact for Millions

of Patients

?

Q&A

NO OFFER OR SOLICITATION

This

communication

is

not

intended

to

and

does

not

constitute

an

offer

to

sell

or

the

solicitation

of

an

offer

to

subscribe

for

or

buy

or

an

invitation

to

purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition, the merger or

otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall

be

made

except

by

means

of

a

prospectus

meeting

the

requirements

of

Section

10

of

the

Securities

Act

of

1933,

as

amended.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

New Medtronic has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes the preliminary

Joint Proxy Statement of Medtronic and Covidien that also constitutes a preliminary Prospectus of New Medtronic. The registration statement is not

complete

and

will

be

further

amended.

Medtronic

and

Covidien

plan

to

mail

to

their

respective

shareholders

the

final

Joint

Proxy

Statement/Prospectus

(including the Scheme) in connection with the transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY JOINT PROXY

STATEMENT/PROSPECTUS (INCLUDING THE SCHEME) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY

BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MEDTRONIC, COVIDIEN, NEW MEDTRONIC, THE

TRANSACTIONS

AND

RELATED

MATTERS.

Investors

and

security

holders

are

able

to

obtain

free

copies

of

the

preliminary

Joint

Proxy

Statement/Prospectus (including the Scheme) and other documents filed with the SEC by New Medtronic, Medtronic and Covidien through the website

maintained

by

the

SEC

at

www.sec.gov.

In

addition,

investors

and

shareholders

are

able

to

obtain

free

copies

of

the

preliminary

Joint

Proxy

Statement/Prospectus (including the Scheme) and other documents filed by Medtronic and New Medtronic with the SEC by contacting Medtronic

Investor Relations at investor.relations@medtronic.com or by calling  763-505-2696, and will be able to obtain free copies of the preliminary Joint Proxy

Statement/Prospectus (including the Scheme) and other documents filed by Covidien by contacting Covidien Investor Relations at

investor.relations@covidien.com or by calling 508-452-4650.

PARTICIPANTS IN THE SOLICITATION

Medtronic, New Medtronic and Covidien and certain of their respective directors and executive officers and employees may be considered participants

in the solicitation of proxies from the respective shareholders of Medtronic and Covidien in respect of the transactions contemplated by the Joint Proxy

Statement/Prospectus.

Information

regarding

the

persons

who

may,

under

the

rules

of

the

SEC,

be

deemed

participants

in

the

solicitation

of

the

respective

shareholders

of

Medtronic

and

Covidien

in

connection

with

the

proposed

transactions,

including

a

description

of

their

direct

or

indirect

interests, by security holdings or otherwise, will be set forth in the Joint Proxy Statement/Prospectus when it is filed with the SEC. Information regarding

Medtronic’s directors and executive officers is contained in Medtronic’s Annual Report on Form 10-K for the fiscal year ended April 25, 2014 and its

Proxy Statement on Schedule 14A, dated July 11, 2014, which are filed with the SEC. Information regarding Covidien’s directors and executive officers is

contained in Covidien’s Annual Report on Form 10-K for the fiscal year ended September 27, 2013 and its Proxy Statement on Schedule 14A, dated

January 24, 2014, which are filed with the SEC.

Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this communication that refer to New Medtronic’s, Medtronic's and/or Covidien’s estimated or anticipated future results,

including estimated synergies, or other non-historical facts are forward-looking statements that reflect Medtronic's and/or Covidien’s current

perspective

of

existing

trends

and

information

as

of

the

date

of

this

communication.

Forward

looking

statements

generally

will

be

accompanied

by

words

such as “anticipate,”

“believe,”

“plan,”

“could,”

“should,”

“estimate,”

“expect,”

“forecast,”

“outlook,”

“guidance,”

“intend,”

“may,”

“might,”

“will,”

“possible,”

“potential,”

“predict,”

“project,”

or

other

similar

words,

phrases

or

expressions.

It

is

important

to

note

that

these

goals

and

expectations

are

not predictions of actual performance.  Actual results may differ materially from current expectations depending upon a number of factors affecting New

Medtronic's business, Medtronic's business, Covidien’s business and risks associated with the proposed transactions. These factors include, among

others, the inherent uncertainty associated with financial projections; restructuring in connection with, and successful close of, the Covidien acquisition;

subsequent integration of the Covidien acquisition and the ability to recognize the anticipated synergies and benefits of the Covidien acquisition; the risk

that the required regulatory approvals for the proposed transactions are not obtained, are delayed or are subject to conditions that are not anticipated;

the anticipated size of the markets and continued demand for Medtronic's and Covidien's products; the impact of competitive products and pricing;

access

to

available

financing

(including

financing

for

the

acquisition

or

refinancing

of

Medtronic

or

Covidien

debt)

on

a

timely

basis

and

on

reasonable

terms; the risks of fluctuations in foreign currency exchange rates; the risks and uncertainties normally incident to the medical device industry, including

competition in the medical device industry; product liability claims; the difficulty of predicting the timing or outcome of pending or future litigation or

government investigations; variability of trade buying patterns;

the timing and success of product launches; the difficulty of predicting the timing or

outcome of product development efforts and regulatory agency approvals or actions, if any; potential for adverse pricing movement; costs and efforts to

defend or enforce intellectual property rights; difficulties or delays in manufacturing; reduction or interruption in supply; product quality problems; the

availability and pricing of third party sourced products and materials; risks associated with self-insurance and commercial insurance; successful

compliance with governmental regulations applicable to New Medtronic’s, Medtronic's and Covidien's facilities, products and/or businesses; changes in

the

laws

and

regulations,

affecting

among

other

things,

pricing

and

reimbursement

of

pharmaceutical

products;

health

care

policy

changes;

risks

associated

with

international

operations;

changes

in

tax

laws

or

interpretations

that

could

increase

New

Medtronic's,

Medtronic’s

and/or

Covidien’s

consolidated tax liabilities, including, if the transaction is consummated, changes in tax laws that would result in New Medtronic being treated as a

domestic

corporation

for

United

States

federal

tax

purposes;

the

loss

of

key

senior

management

or

scientific

staff;

and

such

other

risks

and

uncertainties

detailed in Medtronic's periodic public filings with the Securities and Exchange Commission, including but not limited to Medtronic's Annual Report on

Form 10-K for the fiscal year ended April 25, 2014, in Covidien’s periodic public filings with the Securities and Exchange Commission, including but not

limited

to

Covidien’s

Annual

Report

on

Form

10-K

for

the

fiscal

year

ended

September

27,

2013,

and

from

time

to

time

in

Medtronic's

and

Covidien’s

other investor communications. Except as expressly required by law, each of New Medtronic and Medtronic disclaims any intent or obligation to update

or revise these forward-looking statements.

Statement Required by the Irish Takeover Rules

The directors of Medtronic accept responsibility for the information contained in this document. To the best of the knowledge and belief of the directors

of

Medtronic

(who

have

taken

all

reasonable

care

to

ensure

that

such

is

the

case),

the

information

contained

in

this

document

is

in

accordance

with

the

facts and does not omit anything likely to affect the import of such information.

The synergy statements should not be construed as a profit forecast or interpreted to mean that New Medtronic's earnings in the first full year following

the acquisition, or in any subsequent period, would necessarily match or be greater than or be less than those of Medtronic and/or Covidien for the

relevant

preceding

financial

period

or

any

other

period.

The

estimate

of

synergies

set

out

in

this

document

has

been

reported

on

for

the

purposes

of

Rule

19.3(b)(ii)

of

the

Irish

Takeover

Rules

by

(i)

the

Irish

firm

of

PricewaterhouseCoopers;

and

(ii)

Perella

Weinberg

Partners

LP.

Copies

of

their

respective reports were included in the Rule 2.5 announcement issued on June 15, 2014.

No

statement

in

this

document

is

intended

to

constitute

a

profit

forecast

for

any

period,

nor

should

any

statements

be

interpreted

to

mean

that

earnings

or

earnings

per

share

will

necessarily

be

greater

or

lesser

than

those

for

the

relevant

preceding

financial

periods

for

Medtronic

or

New

Medtronic

as

appropriate. No statement in this document constitutes an asset valuation.

Town Hall Meeting

Omar Ishrak

Chairman and CEO

Medtronic, Inc.