FORM 8.3
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2007 (AS AMENDED)
DEALINGS BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR
MORE
1. KEY INFORMATION
Name of person dealing (Note 1) Pentwater Capital
Management LP
Company dealt in Covidien Plc
Class of relevant security to which the dealings being $0.20 Ordinary
disclosed relate (Note 2) Shares
Date of dealing October 15, 2014
2. INTERESTS AND SHORT POSITIONS
(a) Interests and short positions (following dealing) in the class of relevant
security dealt in(Note 3)
Class of relevant security: Ordinary shares
Interests Short positions
Number % Number %
(1) Relevant security 7,014,000 1.55%
(2) Derivatives
(other than options):
(3) Options and 20,000 0.00% 5,284,600 1.17%
agreements to
purchase/sell:
TOTAL: 7,034,000 1.55% 5,284,600 1.17%
(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant
security
(2) Derivatives
(other than
options):
(3) Options and
agreements to
purchase/sell:
TOTAL:
3. DEALINGS (Note 4)
(a) Purchases and sales
Purchase/sale Number of relevant Price per unit
securities (Note 5)
purchase 124,000 83.02 USD
purchase 50,000 83.45 USD
purchase 50,000 85.00 USD
purchase 150,000 85.27 USD
sale 15,400 86.27 USD
sale 44,600 86.52 USD
(b) Derivatives transactions (other than options transactions)
Product description Nature of transaction Number of Price per unit
e.g. CFD (Note 6) relevant (Note 5)
securities
(Note 7)
(c) Options transactions in respect of existing relevant securities
(i) Writing, selling, purchasing or varying
Product name e.g. Writing, Number of Exercise Type Expiry Option
call option selling, securities price e.g. date money paid
purchasing, to which American, / received
varying option European per unit
etc. relates etc.
Put option writing 20,000 82.50 American 18 Oct 2.01 USD
USD 14
Put option purchasing 1,500,000 75.00 American 19 Dec 5.52 USD
USD 14
Put option selling 1,500,000 85.00 American 17 Oct 2.58 USD
USD 14
(ii) Exercising
Product name Number of Exercise price per
e.g. call option securities unit (Note 5)
(d) Other dealings (including transactions in respect of new securities.
(Note4)
Nature of transaction Details Price per unit
(Note 8) (if applicable)
(Note 5)
4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the
person disclosing and any other person relating to the voting rights of any
relevant securities under any option referred to on this form or relating to
the voting rights or future acquisition or disposal of any relevant
securities to which any derivative referred to on this form is referenced. If
none, this should be stated.
Is a Supplemental Form 8 attached? (Note 9) YES
Date of disclosure: October 16, 2014
Contact name: Neal Nenadovic
Telephone number: (312) 589-6405
If a connected EFM, name of offeree/
offeror with which connected
If a connected EFM, state nature of
connection (Note 10)
SUPPLEMENTALFORM8
IRISHTAKEOVERPANEL
DISCLOSUREUNDERRULE8.1ANDRULE8.3OFTHEIRISHTAKEOVERPANEL ACT,1997,TAKEOVER
RULES,2007(ASAMENDED)
DETAILSOFOPENPOSITIONS
(ThisformshouldbeattachedtoForm8.1(a)&(b)(i),Form8.1(b)(ii)orForm8.3,as
appropriate)
OPENPOSITIONS(Note 1)
Productname, Writtenor Numberofrelevant Exercise Type,e.g. Expiry
e.g.calloption purchased securitiestowhich price American, date
theoptionor (Note 2) Europeanetc.
derivativerelates
Put option written 20,000 82.50 American 18 Oct
USD 14
Call option written (954,600) 90.00 American 17 Oct
USD 14
Call option written (350,000) 92.50 American 17 Oct
USD 14
Call option written (550,000) 95.00 American 17 Oct
USD 14
Put option purchased (100,000) 82.50 American 17 Oct
USD 14
Put option purchased (1,200,000) 85.00 American 17 Oct
USD 14
Put option purchased (250,000) 87.50 American 17 Oct
USD 14
Put option purchased (1,500,000) 75.00 American 19 Dec
USD 14
Put option purchased (80,000) 85.00 American 22 Nov
USD 14
Put option purchased (200,000) 82.50 American 17 Jan
USD 15
Put option purchased (100,000) 90.00 American 15 Jan
USD 16
Notes
1. Where there are open option positions or open derivative positions (except for
CFDs),full details should be given. Full details of any existing agreements to
purchase or to sell must also be given on this form.
2. For all prices and other monetary amounts, the currency must be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in
doubt, consult the Panel.© 2014 PR Newswire
