The headline in the Op-Ed in Sunday's Minneapolis Star-Tribune blared, "It's shareholders over stakeholders for Medtronic." Nothing could be further from the truth.
Medtronic's acquisition benefits all of its stakeholders: its customers, employees, shareholders, communities and society as a whole. I spoke at length with Medtronic CEO Omar Ishrak on Friday evening about these issues, as well as prior to the acquisition announcement. Omar is as committed to the Medtronic Mission as any CEO since founder Earl Bakken, myself included. For Omar, the Covidien acquisition expands the Medtronic Mission of contributing "to human welfare by the application of biomedical engineering to alleviate pain, restore health, and extend life" -- to more patients. When Bakken penned the Mission in 1960, he intentionally covered all aspects of human health.
A Deal That Benefits All Stakeholders
Let's look at the impact on each group of Medtronic stakeholders:
Customers: When I joined Medtronic in 1989, the company was restoring 300,000 new patients every year to health. During the past 25 years that number has grown to more than 10 million patients per year. Now, with the Covidien acquisition, Medtronic will be able to restore more than 15 million patients annually. Patients will benefit enormously from therapies originally created by Covidien that treat cancer, gastro-intestinal, respiratory, peripheral vascular and neurovascular diseases. The combined company will have a Research & Development budget of more than $2 billion per year (5x the annual revenue of Medtronic when I first joined). This R&D capability will produce a wide range of new therapies that help patients in the years ahead.
To be clear, many of these therapies are innovations that create entirely new markets -- restoring patients who otherwise had few alternatives. Adding Covidien's $1.6 billion revenues in emerging markets to Medtronic's $2.1 billion will enable the company to serve emerging markets at scale, making these therapies more affordable for all and expanding patient access to life-saving therapies.
Employees: When the acquisition is complete, Medtronic will employ 87,000 people with well-paying jobs and full health care and retirement benefits. Its home state of Minnesota will benefit from an additional 1,100 Covidien employees currently in Minnesota. All of these employees, regardless of origin, will be brought into the Medtronic Mission that offers them "a means to share in the company's success."
Moreover, the improved competitive position of the combined company will increase the long-term opportunities available for employees.
Shareholders: Since the announcement, Medtronic shareholders have enthusiastically embraced this deal, bidding up Medtronic stock $3.16 to $63.86, or 5.2%. That's in sharp contrast to most deals where shareholders sell the acquiring company's stock and buy stock in the acquired company. Six of the twelve security analysts recommending "hold" for Medtronic upgraded their recommendations to "buy." Of the 24 firms covering Medtronic, 18 now have "buy" recommendations, 6 "hold," and none "sell." Since Ishrak took over as CEO three years ago, the company's stock is up 65%.
Cynics may say gains to shareholders don't matter, but I respectfully disagree. Strong financial performance sustains a company's ability to invest in the long-term.
Communities: Medtronic has long been dedicated to the Minneapolis community and all communities where it has large concentrations of employees, consistently giving more than 2% of its pre-tax income to philanthropic and community causes. In addition, Medtronic committed to add 1,000 new jobs in Minnesota as a result of the Covidien acquisition, bringing its Minnesota employment to 10,100. This caused Minnesota Governor Mark Dayton to say the deal is "good news for Minnesota."
The one community that will suffer is Boston, where Covidien headquarters will be closed, an inevitable consequence of acquisitions. However, Covidien's main business locations along with Medtronic's locations can anticipate continuing increases in employment through growth in their businesses. This projection is borne out by the three major acquisitions Medtronic did over a decade ago -- Sofamor-Danek, Arterial Vascular Engineering, and Mini-Med -- whose employment and R&D investments have tripled in Memphis TN, Warsaw IN, Santa Rosa CA, Galway, Ireland, and Northridge CA.
Society as a Whole: Throughout its 65-year history Medtronic has been dedicated to serving society by improving health for people with chronic disease through its innovative therapies. This acquisition will enable Medtronic to accelerate its new therapies through an expanded R&D budget, extend them to more people in emerging markets, and expand its commitment to make the health care system more efficient.
Addressing the Critics
There has been much focus--too much focus, I'd argue--on the tax structure of the deal, through which Medtronic will relocate its legal domicile to Ireland. In its latest fiscal year Medtronic paid $640 million in taxes, 18% of profits. By changing its domicile to Ireland, its tax rate will not change materially. Medtronic did not do the Covidien deal to reduce its tax rate: it will still pay full taxes on all income earned in the United States.
The change in domicile enables Medtronic to utilize the $14 billion in cash trapped overseas as well as invest the $7 billion in annual free cash flow it anticipates in the future. Medtronic had already paid tax on these earnings in the countries where revenues were generated so it is not avoiding taxes on them. Rather, it avoids a form of double taxation -- paying the added 35% U.S. tax in addition to foreign taxes on the same revenues, an approach being followed by all other global corporations. Medtronic's situation is quite common. U.S. companies--including Apple, Google, and others--have more than $2 trillion trapped overseas by the inability to repatriate their earnings without added taxes.
In an interesting twist, Medtronic has committed to reinvest $10 billion of these funds in the U.S. in new ventures, technology acquisitions, and venture capital -- over and above its current strategic plans. Medtronic management believes that the U.S. is still the best place in the world to invest in medical technology and support entrepreneurs pursuing innovative medical therapies.
In contrast to the Star-Tribune column, the one group that could experience a burden from this deal are current Medtronic shareholders who will owe capital gains taxes when the acquisition is complete. Depending on the cost basis of their stock, this could be significant, as it is for my wife and me. We have devised a solution to this problem that other Medtronic stockholders may want to consider: give Medtronic stock away to philanthropic causes.
In our case we plan to give our Medtronic stock to the Penny George Institute for Health and Healing at Allina Health and to the George Family Foundation, which gives grants for integrative health, authentic leadership, and vital organizations in our community. To continue to invest in Medtronic's future, we plan to buy additional Medtronic shares as soon as the deal closes.
The Star-Tribune Op-Ed columnist has the logic exactly backward. Medtronic's acquisition of Covidien is being done precisely to benefit all its stakeholders and to further the Medtronic mission. For me the litmus test is this: If I were still CEO of Medtronic, would I have done this deal? The answer is an emphatic "Yes." Omar Ishrak has demonstrated great courage with this step, making Medtronic an even more powerful voice in improving health care globally.
Bill George is professor of management practice at Harvard Business School and author of True North and Authentic Leadership. He is the former chair and CEO of Medtronic. Read more at www.BillGeorge.org, or follow him on Twitter @Bill_George.
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