UPDATE: Covidien Holders OK Incorporation Change To Ireland
May 28 2009 - 3:21PM
Dow Jones News
Covidien Ltd. (COV) shareholders have approved shifting the
medical company's place of incorporation to Ireland from Bermuda, a
move that could carry tax protections but also get Covidien kicked
out of the Standard & Poor's 500 index.
The change now requires approval from the Supreme Court of
Bermuda, which Covidien expects to receive June 4, the company said
Thursday following a shareholders' meeting. The company will
thereafter be known as Covidien Plc, but it will retain its stock
symbol on the New York Stock Exchange.
Covidien, which makes a host of medical products, is currently
incorporated in Bermuda by way of Tyco International Ltd. (TYC),
from which the company separated in 2007. Covidien decided to leave
Bermuda because of worries about potential changes in U.S. tax
rules that would limit benefits enjoyed by companies in such
countries that don't have tax treaties with the U.S., among other
changes.
"If enacted, we determined that these proposals, due to their
potentially wide-ranging scope, could have a material and adverse
impact on the Company and its shareholders," Covidien said in a
proxy filing with the Securities and Exchange Commission in late
April.
Moving to the U.S. would have boosted the company's effective
tax rate, hurting earnings. The company decided Ireland, where it
already has a substantial presence, was a better fit.
Covidien's top executives are in Mansfield, Mass., where the
company's U.S. operations are based. But it also has six facilities
and nearly 2,000 employees in Ireland. It had already moved its tax
residency there and is using "Dublin" datelines on its press
releases.
Despite the protective benefits of the move, it also carries a
potential drawback: getting kicked out of major indexes including
the S&P 500, which could trigger automatic selling among big
shareholders. Covidien noted some instances where companies were
dropped by S&P after leaving the Cayman Islands for
Switzerland, indicating Covidien's similar move could yield the
same result.
S&P's U.S. index requirements include U.S. incorporation,
but S&P can at its discretion admit companies that are widely
considered to be effectively based here despite official
headquarters in an off-shore locale. Moving from Bermuda to a much
more developed market in western Europe may blur that line,
however.
S&P hasn't made any announcement on whether it will drop
Covidien. Spokesman Dave Guarino said an announcement would come
after the firm's index committee meets and makes a decision.
Getting dropped means "institutional investors that are required
to track the performance of the S&P 500 or 100 or such other
indices or the funds that impose those qualifications would be
required to sell their shares, which we expect would adversely
affect the price of our shares," Covidien said in the proxy
filing.
The company has also said, however, that it expects to recover
from any devaluation that occurs after the move.
Covidien shares recently traded up 45 cents, or 1.4%, to
$34.54.
-By Jon Kamp, Dow Jones Newswires; 617-654-6728;
jon.kamp@dowjones.com