Covidien Acquires Aspect Medical Systems

Covidien has completed the previously announced acquisition of Aspect Medical Systems for an aggregate consideration of approximately $210m, net of cash and short-term investments acquired.

The tender offer expired November 5, 2009. At that time, the depositary for the offer advised Covidien that 16,195,245 shares of Aspect common stock had been validly tendered and not withdrawn, representing approximately 89.58% of the outstanding Aspect common shares.

The company said that all shares that were validly tendered and not withdrawn were accepted for purchase and paid for in accordance with the tender offer. An additional 297,066 shares, or approximately 1.64% of the outstanding Aspect common shares, had been tendered pursuant to notices of guaranteed delivery.

Pursuant to the terms of the merger agreement, Transformer Delaware, an indirect wholly owned subsidiary of Covidien, exercised its option to purchase newly issued shares from Aspect at the tender offer price.

Following the purchase, Transformer Delaware owned sufficient shares to effect a short-form merger with and into Aspect, which then became an indirect wholly owned subsidiary of Covidien thereafter.

Pete Wehrly, president of respiratory and monitoring solutions at Covidien, said: “The acquisition of Aspect will broaden our monitoring portfolio and is consistent with our strategy to expand into adjacent market segments. We are pleased to add Aspect’s clinical expertise, research & development organisation and sales force to Covidien. The acquisition will expand our presence in the operating room and help us achieve our mission of enhancing the quality of life for patients and improving outcomes for our customers.”