Our Journey Continues

June 2014

1  

Filed by Covidien plc

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

Filer’s SEC File No.: 001-33259

Date: June 16, 2014

A Note From Legal

2   |

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

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 26, 2013 and its Proxy Statement on Schedule 14A, dated July 12, 2013,

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

The directors of Covidien accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Covidien (who

have taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to

affect the import of such information.

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.

by Medtronic and New Medtronic with the SEC by contacting Medtronic Investor Relations at  

investor.relations@medtronic.com

or

by

calling

763-505-2692,

and

will

be

able

to

obtain free copies of the Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed by Covidien by contacting Covidien

Investor

Relations

at

cole.lannum@covidien.com

or

by

calling

508-452-4343.

New Medtronic will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include the Joint Proxy Statement of Medtronic and Covidien

that also constitutes a Prospectus of New Medtronic. Medtronic and Covidien plan to mail to their respective shareholders the Joint Proxy Statement/Prospectus (including the Scheme) in

connection with the transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT

MEDTRONIC, COVIDIEN, NEW MEDTRONIC, THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the 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 will be able to obtain free copies of the Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed

|     Who We Are

3

Integrity, Honesty, Safety and Quality

“We will conduct business with integrity

and honesty in compliance with all laws

and Company policy.

We are committed to produce products

that are safe and of the

highest quality for our customers.”

A Video Message From Our CEO

|     Who We Are

4

http://pulse/News/headlines/Pages/VideoMessageJune2014.aspx

|     Covidien Corporate Overview

5

About Medtronic, Inc.

|     Who We Are

6

|     Who We Are

7

$17 Billion

~140 countries, 49,000 employees

$10 Billion

Over 150 countries, more than 38,000

employees

#1 in Pacing

#1 in ICDs

#1 in Cardiology

#1 in Spine

#1 in Neuro

#1 in Diabetes

#2 in Structural Heart

#1 in Surgical Tech

#1 in Advanced Surgery

#2 in General Surgery

#1 in Peripheral Vascular

#1 in Neurovascular

#1 in Vascular Products

#1 in GI

#1 in Respiratory & Monitoring

#1 in US Supplies

Pacemaker, ICDs, Transcatheter Heart

Valves, Cardiac Resynchronication,

Insulin Pumps

Spinal Cord Stimulation Continuous

Glucose Monitoring, Deep Brain

Stimulation, Artificial Spinal Discs

Pulse Oximetry, RF Energy Apps,

Stroke, Cerebral Aneurism, Surgical

Staples, Sutures, Vessel Sealing,

MIS/Laparscopy

Size and Reach

Product

Leadership

Strong Legacy

of Innovation

Serving Patients

Over 87,000 employees in more than 150 countries

NURSING CARE

AIRWAY & VENT

PATIENT MONITORING

NEUROVASCULAR

NEURO

GENERAL SURGICAL

ADVANCED SURGICAL

DIABETES

ORTHO/SPINE

PERIPHERAL &

ENDOVASCULAR

STRUCTURAL HEART

CORONARY

CRDM

PATIENT CARE

What To Expect Going Forward

|     Covidien Corporate Overview

9

Planning process and

activities

Integration

process

Ongoing communications

Day 1 of combined

organization (closing of

acquisition)*

* Subject to  satisfaction of closing conditions

What We Need From You

|     Covidien Corporate Overview

10

Stay focused on doing your jobs

Continue to deliver on commitments to our customers,

patients and shareholders

Operate with the highest level of ethics and integrity

Ask questions and make suggestions

Our Commitment to You

|     Covidien Corporate Overview

11

•

Address questions and suggestions

•

Provide regular and  ongoing communications

•

Maintain the performance of our company

Questions

|     Covidien Corporate Overview

12