Covidien (NYSE: COV), a leading global provider of healthcare products, today announced that the Securities and Exchange Commission (SEC) has declared effective the Registration Statement on Form 10 filed by Mallinckrodt plc in connection with the separation of the Pharmaceuticals business from Covidien. Covidien expects to complete the distribution of Mallinckrodt ordinary shares after the close of trading on the New York Stock Exchange (NYSE) on June 28, 2013.
On May 23, 2013, Covidien's board of directors approved the separation of Mallinckrodt, and declared a dividend in specie of the Pharmaceuticals business, to be effected by the transfer of the Pharmaceuticals business from Covidien to Mallinckrodt plc and the issuance by Mallinckrodt of ordinary shares directly to Covidien's shareholders (the “distribution”). Covidien shareholders will receive one Mallinckrodt ordinary share for each eight Covidien ordinary shares held as of the close of business on June 19, 2013, the record date for the distribution. The distribution is subject to the conditions that will be set forth in the Separation and Distribution Agreement between Covidien and Mallinckrodt, the form of which has been filed as an exhibit to Mallinckrodt's Registration Statement on Form 10.
There is currently no market for Mallinckrodt ordinary shares. The NYSE has authorized the listing of Mallinckrodt ordinary shares under the symbol "MNK" following the distribution. Mallinckrodt has been advised that trading in its ordinary shares is expected to begin on a "when issued" basis on June 17, 2013, under the symbol "MNK.WI." "When issued" trading of Mallinckrodt ordinary shares will continue until the distribution occurs. Mallinckrodt "when issued" trades will settle after June 28, 2013, with newly issued ordinary shares of Mallinckrodt.
Beginning on June 17, 2013, and continuing through June 28, 2013, Covidien expects that ordinary shares of Covidien will trade in two markets on the NYSE: "regular-way" under the symbol "COV" and in the "ex-distribution" market under the symbol "COV.WI." Covidien shares trading under "COV" will carry the right to receive shares of Mallinckrodt in the distribution. Covidien shares trading under "COV.WI" will not carry the right to receive shares of Mallinckrodt in the distribution.
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