A Diagnostics & Imaging Week

Covidien (Pembroke, Bermuda) said it has been notified of an unsolicited “mini-tender” offer by TRC Capital for TRC to buy for cash up to two million shares of Covidien common stock (roughly 0.4% of the outstanding shares), at a price of $42.75 share. TRC’s offer price of $42.75 represented a 3.5% discount to the closing price of $44.30 share on the New York Stock Exchange (NYSE) on July 16, the day before the commencement of TRC’s unsolicited mini-tender offer.

Covidien said it does not endorse TRC’s unsolicited mini-tender offer, and urges its shareholders to exercise caution in considering the offer or determining to sell any shares in the offer. Covidien is not in any way associated with TRC, this mini-tender offer or the offer documentation, the company noted.

Market volatility before the expiration of the “mini tender” offer may cause the value of Covidien shares trading in the open market to be higher (as it was on the date that the offer price was reported) or lower than the value currently offered by TRC. Covidien urges investors to obtain current market quotes for their Covidien shares, to consult with their financial advisors and to exercise caution with respect to TRC’s offer.

The SEC has issued “tips for investors” regarding mini-tender offers, which note that often in making the offers at below-market prices, “bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.”

Covidien said it encourages stockbrokers and dealers, as well as other market participants, to review both the SEC and the NYSE recommendations on the dissemination of mini-tender offers.

Covidien makes a diverse range of product lines, including surgical devices, energy-based devices, respiratory and monitoring solutions, patient care and safety products, imaging solutions, pharmaceutical products, medical supplies and retail products.