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Press release from Business Wire

Covidien Announces Definitive Agreement to Acquire Newport Medical Instruments, Inc.

Thursday, March 22, 2012

Covidien Announces Definitive Agreement to Acquire Newport Medical Instruments, Inc.16:00 EDT Thursday, March 22, 2012 DUBLIN (Business Wire) -- Covidien (NYSE: COV), a leading global provider of healthcare products and recognized innovator in patient monitoring and respiratory care devices, today announced a definitive agreement to acquire Newport Medical Instruments, Inc. Covidien will acquire all of the outstanding capital stock of Newport Medical, which is privately-owned and based in Costa Mesa, CA, for approximately $108 million. The transaction, subject to customary closing conditions, including receipt of certain regulatory approvals, is expected to be completed in the second calendar quarter of 2012. Newport Medical is a physician-led company, focused solely on the design and manufacture of dependable, life improving ventilators that are affordable for caregivers worldwide. Newport Medical's products are sold in the United States and more than 115 countries worldwide. “This acquisition is consistent with Covidien's strategy to expand into adjacencies and invest in product categories where it can develop a global competitive advantage,” said Robert J. White, President, Respiratory & Monitoring Systems, Covidien. “Newport's products and technology complement the Company's current portfolio of respiratory solutions and will broaden our ventilation platform for patients around the world, particularly in emerging markets.” Assuming a closing in the second calendar quarter of 2012, Covidien does not expect this transaction to have a material impact on its fiscal 2012 sales, operating margin or earnings per share. Once the transaction has been completed, Covidien will report the Newport Medical business as part of its Airway & Ventilation product line in the Medical Devices segment. Supporting materials are now available on the Investor Relations section of Covidien's website: http://investor.covidien.com ABOUT COVIDIEN Covidien is a leading global healthcare products company that creates innovative medical solutions for better patient outcomes and delivers value through clinical leadership and excellence. Covidien manufactures, distributes and services a diverse range of industry-leading product lines in three segments: Medical Devices, Pharmaceuticals and Medical Supplies. With 2011 revenue of $11.6 billion, Covidien has 41,000 employees worldwide in more than 65 countries, and its products are sold in over 140 countries. Please visit www.covidien.com to learn more about our business. FORWARD-LOOKING STATEMENTSThis release contains forward-looking information about Covidien's proposed acquisition of Newport Medical Instruments, Inc., the timing of the anticipated transaction, the potential benefits of the anticipated transaction, Newport's products and product candidates and the potential benefits of such products and product candidates, and expected dilutive effect. Any forward-looking statements contained herein are based on Covidien's and Newport's management's current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or actions to differ materially from what is expressed or implied by these statements. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, the satisfaction of conditions to closing the agreement; the ability to successfully integrate Newport's operations and programs with Covidien's and the time and resources required to do so, the uncertainties inherent in commercial, research and development activities, decisions by regulatory authorities regarding whether and when to approve any applications for such product candidates and other matters that could affect the availability or commercial potential of such product candidates; and competitive developments. These and other factors are identified and described in more detail in Covidien'sfilings with the SEC. We caution investors not to place undue reliance on the forward-looking statements contained in this press release.We disclaim any obligation to update these forward-looking statements other than as required by law. CovidienEric Kraus, 508-261-8305Senior Vice PresidentCorporate Communicationseric.kraus@covidien.comorBruce Farmer, 508-452-4372Vice PresidentPublic Relationsbruce.farmer@covidien.comorColeman Lannum, CFA, 508-452-4343Vice PresidentInvestor Relationscole.lannum@covidien.comorTodd Carpenter, 508-452-4363DirectorInvestor Relationstodd.carpenter@covidien.com