MZOR Mazor Robotics Ltd. ADS (delisted)

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The name of the issuer is Mazor Robotics Ltd., an Israeli company (the “ Issuer ”), which has its principal executive offices at 5 Shacham Street, North Industrial Park, 3088900 Israel. This Statement relates to the Issuer’s American Depository Shares (“ ADSs ”), represented by American Depository Receipts, each representing two ordinary shares, par value NIS 0.01 per share (“ Ordinary Shares ”).

Medtronic plc, 20 Lower Hatch Street, Dublin 2, Ireland, an Irish public limited company (“ Medtronic ”), and its wholly-owned subsidiary, Covidien Group S.a.r.l., 3b, Boulevard Prince Henri, 4th Floor L-1724 Luxembourg, a Luxembourg company (together with Medtronic, the “ Reporting Persons ”), are jointly filing this Statement. The Reporting Persons are principally engaged in the business of therapeutic medical technology, specializing in implantable and interventional therapies.

Information is provided below with respect to persons who are directors and executive officers of the Reporting Persons (the “ Related Persons ”). Except as provided below, the business address for each Related Person listed below is 2 Lower Hatch Street, Dublin 2, Ireland.

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During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. All of the individuals referred to above are United States citizens, with the exception of Rob Ten Hoedt, who is a Dutch citizen; Erik DeGres, who is a Belgian citizen; Salvador Sens, who is a Mexican citizen; and Paul Misere, who is a Dutch citizen.

Covidien purchased the ADSs and warrants reported in this Statement directly from the Issuer with cash on hand. The Purchasers (as defined in Item 4 below) intend to fund the aggregate Merger Consideration (as defined in Item 4 below) with cash on hand.

The ADSs and warrants reported in this Statement were acquired by Covidien in connection with a multi-tranche equity investment in the Issuer, pursuant to the terms of a purchase agreement dated May 18, 2016 (the “ Purchase Agreement ”). The first tranche of the equity investment pursuant to the Purchase Agreement, in which Covidien made an investment of $11.9 million at a price per ADS of $11.42, closed in May 2016. The second tranche of the equity investment pursuant to the Purchase Agreement, in which Covidien made an additional investment of $20 million at a price per ADS of $21.84, closed in August 2016.

On August 29, 2017, Covidien entered into an amendment to the Purchase Agreement (the “ Amendment ”) and consummated a third tranche equity investment in the Issuer. The third tranche equity investment pursuant to the Purchase Agreement, as amended, in which Covidien made an investment of $40 million at a price per ADS of $38.46, closed in September 2017. In connection with this third tranche equity investment, Covidien was issued immediately exercisable warrants to purchase an additional 1,210,000 ADSs, exercisable for a period of 18 months, in whole or in part, for cash.

The foregoing descriptions of the material terms of the Purchase Agreement and the Amendment are qualified in their entirety by reference to the full text of the Purchase Agreement and the Amendment included as Exhibits 2 and 3 hereto, each of which is incorporated by reference in this Item 4.

On September 20, 2018, Medtronic and certain of its affiliates determined to pursue a potential change of control transaction with the Issuer, and following such determination, subsidiaries of Medtronic, namely Given Imaging Ltd., Oridion Medical 1987 Ltd., Oridion Systems Ltd., Covidien Israel Holding Ltd. (together, the “ Purchasers ”) and Belinom Ltd. (“ Merger Sub ”), entered into an Agreement and Plan of Merger with the Issuer (the “ Merger Agreement ”). Subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly-owned, indirect subsidiary of Medtronic (the “ Merger ”). At the effective time of the Merger, each outstanding Ordinary Share, including the Ordinary Shares represented by ADSs but excluding Ordinary Shares (i) owned by the Issuer (or held in its treasury) or any of its wholly-owned subsidiaries or (ii) owned by Covidien, will be automatically converted into the right to receive an amount in cash equal to $29.25 (the “ Merger Consideration ”), with no interest and subject to any applicable withholding taxes.

Upon completion of the Merger, Medtronic will beneficially own 100% of the outstanding equity of the Issuer, and will control the appointment of directors and officers of the Issuer. As a result, Medtronic will have the ability, through its subsidiaries, to amend or replace the constitutive documents of the Issuer and to control other actions of the Issuer. Upon completion of the Merger, (i) the ADSs currently listed on the Nasdaq Stock Market (“ Nasdaq ”) will cease to be listed on Nasdaq and will subsequently be deregistered under the Act and (ii) the Ordinary Shares currently listed on the Tel Aviv Stock Exchange (“ TASE ”) will cease to be listed on TASE and will subsequently be deregistered under the Israel Securities Law.

The information contained on the cover pages of this Statement is incorporated herein by reference.

The information set forth in Item 4 of this Statement is incorporated herein by reference.

Exhibit 1. Joint Filing Agreement, dated August 22, 2016, by and between Medtronic and Covidien (incorporated by reference to Exhibit 1 to the Statement of Beneficial Ownership on Schedule 13G filed by the Reporting Persons on August 22, 2016).

Exhibit 2. Purchase Agreement, dated May 18, 2016, by and between Covidien and the Issuer (incorporated by reference to Exhibit 4.12 to the Annual Report on Form 20-F filed by the Issuer on May 1, 2017).

Exhibit 3. First Amendment to Purchase Agreement, dated August 29, 2017, by and between Covidien and the Issuer (incorporated by reference to Exhibit 4.16 to the Annual Report on Form 20-F filed by the Issuer on April 30, 2018).

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SIGNATURE

After reasonable 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.

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