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Medtronic agrees to buy Covidien for $42.9b in cash, stock

Takeover among biggest ever for a Mass. company

The medical device giant Medtronic Inc. has agreed to acquire the Mansfield-based health care supplier Covidien PLC for $42.9 billion in cash and stock, making it one of the largest takeovers of a Massachusetts company in history.

The price tag on the deal, disclosed Sunday night, is more than twice the $20.1 billion that the French drug maker Sanofi SA paid for Genzyme Corp., a Cambridge biotech, in 2011. That was previously the richest buyout of a Bay State business in recent years.

Covidien, formerly known as Tyco HealthCare, has about 38,000 workers globally, including about 1,800 in Massachusetts. While its corporate staff and US headquarters are in Mansfield, the company is incorporated in Dublin. That enables it to pay less in taxes, because Ireland taxes companies at lower rates than does the United States, where the corporate tax rate of 35 percent is among the world's highest.


The deal is likely to result in an unspecified number of job cuts in Massachusetts. "It's expected that there will be some synergies in headquarters jobs, and the companies will address that as part of the integration planning," said Covidien vice president Peter Lucht.

Medtronic, based in Minneapolis, competes with Natick's Boston Scientific Corp. in the global market for cardiac equipment and other medical devices. By purchasing Covidien, which sells a broad range of products, from sutures to ventilators, and has itself bought more than a dozen smaller medical gear companies over the past seven years, Medtronic will create an industry goliath. It will have 87,000 employees, a presence in more than 150 countries, and combined annual revenue of $27 billion.

"This acquisition will allow Medtronic to reach more patients, in more ways and in more places," its chief executive, Omar Ishrak, said in a statement released Sunday night.

A Cambridge health care industry consultant, Harry Glorikian, said the pace of consolidation is picking up in the medical supply sector as hospitals and doctor practices race to join forces and deliver more integrated care.


"Everyone needs more muscle now," Glorikian said. "Suppliers have to sell into larger health care systems under the Affordable Care Act. These two companies coming together gives them a broader footprint in the US and globally. Companies are finding it harder to make as much as they did in the past, so they have to be able to offer more products and services."

The combination will establish a "commercial powerhouse," said Jonathan Gertler, managing partner and chief executive at Back Bay Life Science Advisors in Boston. That will be particularly helpful in the medical device market, where the products are highly segmented, he suggested.

"Although there are blockbuster devices, a lot of the sales in that business are devices used in very specific therapeutic applications," Gertler said. "You unite two companies like this and you have remarkable therapeutic coverage in the hospital setting."

The statement, issued jointly by the companies, said their boards had unanimously approved the purchase agreement in which Medtronic decided to pay $93.22 for each Covidien share. It did not say what role Covidien's corporate staff in Mansfield — working in administrative services, legal affairs, and information technology — would have in the combined company. Senior executives were not available to discuss the deal Sunday night.

One factor driving Medtronic's interest in Covidien apparently was its desire to undertake a so-called tax inversion, effectively switching its incorporation from Minneapolis to Dublin to take advantage of Ireland's lower rates.


More than a dozen US companies have adopted that strategy in recent years, using the acquisition of foreign companies or US companies incorporated abroad to reduce their tax liability. The pharmaceutical giant Pfizer Inc.'s pursuit of London-based AstraZeneca PLC, a $120 billion bid that collapsed last month, was an attempt to lower its corporate tax rate through an inversion.

In the joint statement, Jose R. Almeida, chief executive of Covidien, said the transaction "provides our shareholders with immediate value and the opportunity to participate in the significant upside potential of the combined organization."

Covidien last fall began a five-year restructuring aimed at cutting costs and improving efficiency. As part of that plan, it has eliminated about 150 jobs worldwide, including about 70 in Mansfield.

The company spun off its drug-making business last summer and has been working to consolidate its manufacturing and distribution sites worldwide. The company said its plan aims to save $250 million to $300 million a year.

Tyco International Ltd., which had its headquarters in Bermuda, divested its health care division in 2007.

More coverage:

Job cuts likely in $42.9b deal for Covidien

Covidien grows gastrointestinal presence

Covidien separates from pharma business

Covidien technology hits $1b in sales

Robert Weisman
can be reached at robert.weisman@globe.com.