EVVV EV3 (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

UNDER

SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

ev3 INC.

(Name Of Subject Company (Issuer))

COVIDIEN GROUP S.A.R.L.

COV DELAWARE CORPORATION

(Names of Filing Persons (Offerors))

Common Stock, par value $0.01 per share

(Title of Class of Securities)

26928A200

(CUSIP Number of Common Stock)

Michelangelo Stefani

Covidien Group S.a.r.l.

3b Bld Prince Henri

L-1724, Luxembourg

Telephone: +352 266 379 31

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

with copies to:

Paul Kinsella

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Telephone: (617) 951-7000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

This Tender Offer Statement on Schedule TO (this “ Schedule TO ”) relates to a tender offer by COV Delaware Corporation, a Delaware corporation (the “ Offeror ”) and a wholly owned subsidiary of Covidien Group S.a.r.l., a Luxembourg corporation (“ Parent ”), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “ Shares” ), of ev3 Inc., a Delaware corporation (the “ Company ”), at a purchase price of $22.50 per Share, paid to the seller in cash, without interest thereon, less any applicable withholding taxes, and subject to the conditions set forth in the Offer to Purchase dated June 11, 2010 (the “ Offer to Purchase ”) and in the related Letter of Transmittal (the “ Letter of Transmittal ” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “ Offer ”). This Schedule TO is being filed on behalf of the Offeror and Parent.

The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively, is incorporated by reference in answers to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.

(a) ev3 Inc. 3033 Campus Drive, Plymouth, Minnesota 55441, (763) 398-7000.

(b) According to the Company, as of June 7, 2010, there were 114,792,961 Shares issued and outstanding, including 1,896,889 restricted Shares, 8,068,577 Shares issuable upon the exercise of outstanding options and 216,451 Shares underlying restricted stock units.

(c) The Shares are traded on The NASDAQ Global Select Market under the symbol “EVVV.” The information set forth in Section 6 “Price Range of the Shares; Dividends on the Shares” of the Offer to Purchase is incorporated herein by reference.

(a), (b), (c) The information set forth in Section 9 “Certain Information Concerning Covidien Group and Purchaser” of the Offer to Purchase and Annex I “Directors and Executive Officers of Covidien Group, Purchaser and Covidien plc” of the Offer to Purchase is incorporated herein by reference.

The information set forth in the “Summary Term Sheet,” Section 1 “Terms of the Offer,” Section 2 “Procedures for Tendering Shares,” Section 3 “Withdrawal Rights,” Section 4 “Acceptance for Payment and Payment,” Section 5 “Material U.S. Federal Income Tax Consequences of the Offer and the Merger,” Section 7 “Possible Effects of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations,” Section 12 “Purpose of the Offer; the Merger Agreement; Plans for ev3” and Section 14 “Certain Conditions of the Offer” of the Offer to Purchase is incorporated herein by reference.

(a), (b) The information set forth in the “Introduction,” Section 9 “Certain Information Concerning Covidien Group and Purchaser,” Section 11 “Contacts and Transactions with ev3; Background of the Offer,” Section 12 “Purpose of the Offer; the Merger Agreement; Plans for ev3,” Section 13 “Dividends and Distributions” and Section 14 “Certain Conditions of the Offer” of the Offer to Purchase is incorporated herein by reference.

(a), (c)(1)-(7) The information set forth in the “Introduction,” Section 7 “Possible Effects of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations,” Section 12 “Purpose of the Offer; the Merger Agreement; Plans for ev3” and Section 13 “Dividends and Distributions” of the Offer to Purchase is incorporated herein by reference.

(a), (b), (d) The information set forth in Section 10 “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

The information set forth in Section 9 “Certain Information Concerning Covidien Group and Purchaser” of the Offer to Purchase is incorporated herein by reference.

The information set forth in Section 16 “Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

Not applicable.

(a)(1) Except as disclosed in Items 1 through 10 above, there are no present or proposed material agreements, arrangements, understandings or relationships between (i) the Parent, the Offeror, or any of their respective executive officers, directors, controlling persons or subsidiaries and (ii) the Company or any of its executive officers, directors, controlling persons or subsidiaries.

(a)(2)-(5) The information set forth in Section 7 “Possible Effects of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations,” and Section 15 “Certain Legal Matters” of the Offer to Purchase is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the extent not otherwise incorporated herein by reference, is incorporated herein by reference.

Not applicable.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

EV3 (MM) (NASDAQ:EVVV)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024

EV3 (MM) (NASDAQ:EVVV)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024