2nd UPDATE: Covidien Holders OK Ireland, Spark S&P 500 Removal
29 May 2009 - 8:35AM
Dow Jones News
Covidien Ltd. (COV) shareholders approved shifting the medical
company's place of incorporation to Ireland from Bermuda, a move
that could carry tax protections but also got 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.
The shareholder vote was followed late Thursday by an S&P
release saying Covidien has been rendered "ineligible for continued
inclusion" in both the S&P 100 and S&P 500. MetLife Inc.
(MET) is replacing Covidien in the S&P 100, while FMC
Technologies Inc. (FTI) is the replacement for the S&P 500.
The ejection is likely to trigger selling of Covidien shares by
big investors that track companies covered by the S&P indexes,
although the company has said it expects to rebound from
share-price losses.
Its shares fell 2.6% to $33.25 in after-hours trading Thursday
after gaining 4 cents during the regular trading session.
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
drawback: getting punted from the S&P indexes.
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.
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 offshore locale. Moving from Bermuda to a much
more developed market in Western Europe changed that dynamic for
Covidien.
-By Jon Kamp, Dow Jones Newswires; 617-654-6728;
jon.kamp@dowjones.com