Signage is displayed outside a Medtronic Inc. facility in Memphis, Tennessee.

Lance Murphey, Bloomberg

Deal could enable Medtronic to pay less in taxes

  • Article by: JOY POWELL
  • Star Tribune
  • June 15, 2014 - 6:55 AM

Medtronic is in advanced talks to acquire Covidien PLC, a Dublin, Ireland-based health care company, according to reports published Saturday.

A deal worth at least $45 billion could be announced as soon as Monday, according to the Wall Street Journal and Bloomberg News. Spokesmen for Medtronic and Covidien on Saturday said they wouldn’t comment.

The deal, if it goes through, could enable Medtronic to pay less money in corporate taxes while broadening its medical product line, health care analysts said.

“It is in the speculative stage,” said analyst Jeff Windau of Edward Jones in St. Louis. “There’s been a lot of deals out there mentioned over the last couple of months, and some of them haven’t come through.”

The purchase would allow Fridley-based Medtronic to set up legal residency in Ireland, where corporate tax rates are lower.

Medtronic also would gain better access to the cash it has earned overseas, Windau said.

“It’s positioning them well internationally, and it is restructuring their corporate structure and how they’re headquartering,’’ he said. “But I don’t know at the end of the day if it changes a lot of what is happening in ­Minneapolis and St. Paul.”

It’s unclear to what extent Medtronic’s management might relocate from Minnesota to Ireland in the event of a deal.

Medtronic, the world’s largest maker of heart-rhythm devices, previously was said to be eyeing orthopedic firms. Covidien “would be a better fit,” Windau said.

Covidien makes medical devices, pharmaceuticals and medical supplies. It reported 2013 revenue of $10.2 billion. It has 38,000 employees in more than 70 countries.

Political pushback

A deal would make Med­tronic one of the latest U.S. firms to structure an acquisition to help it lower its U.S. tax burden.

Corporate tax rates in the United States can be as high as 35 percent. Ireland offers rates as low as 20 percent.

The acquisition could allow Medtronic to pay most of its taxes in Ireland with a new headquarters there yet retain its operations in Minnesota.

A failed $119 billion bid by Pfizer this spring to buy British rival AstraZeneca and gain lower U.K. corporate tax rates helped spotlight the issue. Congress and President Obama are examining ways to stem these types of deals, with some lawmakers saying they should be allowed only if at least half of a company’s shares are owned abroad.

“Right now, you just have to have 20 percent ownership by the company you’re acquiring internationally, so there’s been talk of making it much broader, like 50 percent, which would make it very difficult to do this type of ... deal,” Windau said.

With Congress considering action, Windau said, companies interested in such deals are ­starting to move quickly.

Medtronic already keeps money overseas, with part of its profits made from foreign sales parked in countries with lower tax rates, according to a report this month by Citizens for Tax Justice and U.S. Public Interest Research Group.

Medtronic had $20.5 billion in undistributed earnings at non-U.S. subsidiaries at the end of fiscal 2013, for which it has recognized no U.S. tax expense.

Covidien also has a Minnesota presence. It bought Plymouth-based endovascular company EV3 Inc. in 2010. In 2012, it bought SuperDimension, a medical device company with operations centered in Plymouth.

SuperDimension makes and markets minimally invasive devices for diagnosis and, potentially, treatment of lung disease.


Staff writer Lee Schafer contributed to this report. Joy Powell • 612-673-7750

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