Covidien (NYSE:COV) announced nominees to the future board of directors of Mallinckrodt plc as Mallinckrodt prepares to become a separate, independently traded company in mid-2013. It is expected that eight of the nine nominees will be determined to be independent directors, in accordance with the listing standards of the New York Stock Exchange. The service of all directors is expected to become effective upon the distribution of Mallinckrodt ordinary shares to Covidien shareholders.
Mallinckrodt develops, manufactures, markets and distributes both branded and generic specialty pharmaceuticals, diagnostic imaging agents and active pharmaceutical ingredients, which are sold to other pharmaceutical companies for use in the manufacture of generic pharmaceuticals. Mallinckrodt’s products are found in almost every hospital, standalone diagnostic imaging center or pharmacy in the U.S. With sales in 2012 of $2 billion, Mallinckrodt employs more than 5,300 people worldwide.
Covidien named the following nominees to serve on the Mallinckrodt board of directors:
Melvin D. Booth, 67, will be named Chairman of the Board. Mr. Booth is currently a director of Catalent Pharma Solutions, PRA International and eResearch Technologies and is a strategic advisor in life sciences to Genstar Capital. Mr. Booth’s previous public company board experience includes serving as lead director of Millipore, a life science research company, and as a member of the boards of MedImmune and Human Genome Sciences. Mr. Booth was President of MedImmune from 1998 until his retirement in 2003. Prior to joining MedImmune, Mr. Booth served as President of Human Genome Sciences and held a variety of domestic and international positions with Syntex, including President of its U.S. pharmaceuticals business. He has been active in U.S. pharmaceutical industry organizations and is a past Chairman of the Pharmaceuticals Manufacturers Association of Canada. Mr. Booth received a Bachelor of Science in accounting from Northwest Missouri State University, where he also was awarded an honorary Doctor of Science. He is a Certified Public Accountant.
Mark C. Trudeau, 51, joined Covidien in February 2012 as Senior Vice President and President of the Pharmaceuticals business. Upon separation, Mr. Trudeau will become President, Chief Executive Officer and a director of Mallinckrodt plc. He joined Covidien from Bayer HealthCare LLC USA, the U.S. healthcare business of Bayer AG, where he served as Chief Executive Officer and simultaneously served as President of Bayer HealthCare Pharmaceuticals, the U.S. organization of Bayer’s global Pharmaceuticals business.Prior to joining Bayer, he headed the Immunoscience Division at Bristol-Myers Squibb where he also held multiple senior roles, including President of the Asia/Pacific region, President and General Manager of Canada and General Manager/Managing Director in the United Kingdom. Mr. Trudeau also has previously worked at Abbott Laboratories, Eli Lilly & Co. and E.I. DuPont De Nemours, Inc. He holds a bachelor’s degree in chemical engineering and an M.B.A., both from the University of Michigan.
David R. Carlucci, 58, was Chairman and Chief Executive Officer of IMS Health until his retirement in December 2010. Previously, he also served as President and Chief Operating Officer of IMS Health. Prior to joining IMS Health, Mr. Carlucci held several senior executive level positions at IBM, including operations and management positions in the U.S., Canada, Latin America and Asia Pacific. He is currently a director of MasterCard International and has served as a member of the advisory board of Mitsui USA. Mr. Carlucci received a Bachelor of Arts in political science from the University of Rochester (New York).
J. Martin Carroll, 63, is the head of corporate strategy and development for Boehringer Ingelheim’s U.S. operations and is a director of Boehringer Ingelheim Corporation. Prior to his current role, he served as President and Chief Executive Officer of Boehringer Ingelheim Corporation and of Boehringer Pharmaceuticals, Inc. Mr. Carroll joined the organization in 2002 as President of Boehringer Pharmaceuticals, Inc., having worked previously at Merck & Company. Mr. Carroll received a Bachelor of Arts in accounting & economics from the College of the Holy Cross (Massachusetts) and an M.B.A. from Babson College (Massachusetts).
Diane H. Gulyas, 56, has worked at E. I. du Pont de Nemours and Company since 1978 and has been the President of DuPont’s Performance Polymers division since 2009. She is also the Vice Chairman of the DuPont-Teijin Films global joint venture. She previously served as a director of Navistar International Corporation. Ms. Gulyas received her Bachelor of Science in chemical engineering from the University of Notre Dame (Indiana).
Nancy S. Lurker, 55, is Chief Executive Officer and a director of PDI Inc. Prior to joining PDI in 2008, Ms. Lurker served as Senior Vice President and Chief Marketing Officer of Novartis Pharmaceuticals Corporation and was President and Chief Executive Officer of ImpactRx, Inc. Ms. Lurker also served as Group Vice President-Global Primary Care Products for Pharmacia Corporation, after beginning her career at Bristol-Myers Squibb. Ms. Lurker serves as a director of Auxilium Corporation and was previously a director of ConjuChem Biotechnologies, Inc. and Elan Corporation. Ms. Lurker received a Bachelor of Science magna cum laude in biology from Seattle Pacific University (Washington) and an M.B.A. from the University of Evansville (Indiana).
JoAnn A. Reed, 57, is a health care services consultant. Ms. Reed served as an advisor to the Chief Executive Officer of Medco Health Solutions from April 2008 to April 2009. Previously, Ms. Reed served as Senior Vice President, Finance and Chief Financial Officer and as Senior Vice President, Finance of Medco Health Solutions. She joined Medco Containment Services, Inc. in 1988. Ms.Reed is currently a director of American Tower Corporation, Waters Corporation and a trustee of St. Mary’s College of Notre Dame. Ms. Reed received a Bachelor of Business Administration from St. Mary’s College (Indiana). She received her M.B.A. in finance and international marketing cum laude from Fordham University (New York).
Kneeland C. Youngblood, M.D., 57, is a founding partner of Pharos Capital Group, a private equity firm that focuses on providing growth and expansion capital/buyouts in healthcare, business services and opportunistic investments. Dr. Youngblood is a director of Energy Future Holdings Corp. and previously served as a director of iStar Financial, Starwood Hotels and Resorts, Burger King Corporation and the Gap Inc. Dr. Youngblood is a physician by training, with more than 15 years of experience in emergency medicine. He is also a member of the Council on Foreign Relations. Dr. Youngblood earned a Bachelor of Arts in politics from Princeton University (New Jersey) and an M.D. from the University of Texas Southwestern Medical School.
Joseph A. Zaccagnino, 66, has been a director of Covidien since it became a public company in 2007. He served as President, Chief Executive Officer and director of Yale New Haven Health System and its flagship Yale-New Haven Hospital from 1991 until his retirement in 2005. Mr. Zaccagnino was previously a director of NewAlliance Bancshares, Inc. and was Chairman of the Board of the National Committee for Quality Healthcare and of VHA Inc. Mr. Zaccagnino received a Bachelor of Science in business administration from the University of Connecticut and a Master of Public Health in healthcare management from Yale University School of Medicine (Connecticut).
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 2012 revenue of $11.9 billion, Covidien has 43,000 employees worldwide in 70 countries, and its products are sold in over 140 countries. Please visit www.covidien.com to learn more about our business.
Mallinckrodt, the Pharmaceuticals business of Covidien, is a vertically integrated leader in providing products used in diagnostic procedures and in the treatment of pain and related conditions. The company is a leading supplier of opioid pain medications in the U.S. and a leading manufacturer of active pharmaceutical ingredients. It is also the largest U.S. supplier of the medical isotope technetium-99m and an industry leader in radiopharmaceuticals and contrast media and delivery systems. Sales in 2012 were $2.0 billion. Please visit www.mallinckrodt.com to learn more about our business.
Any statements contained in this communication that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements about the separation of the Pharmaceuticals business from the Company, the terms and the effect of the transaction (including as to tax consequences) and the conditions to completion of the transaction. Any forward-looking statements contained herein are based on our 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 Company 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, our ability to effectively introduce and market new products or keep pace with advances in technology, the reimbursement practices of a small number of large public and private insurers, cost-containment efforts of customers, purchasing groups, third-party payors and governmental organizations, intellectual property rights disputes, complex and costly regulation, including healthcare fraud and abuse regulations and the Foreign Corrupt Practices Act, manufacturing or supply chain problems or disruptions, rising commodity costs, recalls or safety alerts and negative publicity relating to Covidien or its products, product liability losses and other litigation liability, divestitures of some of our businesses or product lines, our ability to execute strategic acquisitions of, investments in or alliances with other companies and businesses, competition, risks associated with doing business outside of the United States, foreign currency exchange rates, environmental remediation costs and unanticipated developments that may prevent, delay, alter the terms of or otherwise negatively affect the planned spin-off. These and other factors are identified and described in more detail in our Annual Report on Form 10-K for the fiscal year ended September 28, 2012, and in subsequent filings with the SEC, as well as the “Risk Factors” section of the Form 10 Registration Statement. Further, there can be no assurance as to the timing of the contemplated spin-off, or whether it will be completed. We disclaim any obligation to update these forward-looking statements other than as required by law.
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