December 21, 1998Medtronic Inc • December 22nd, 1998 • Electromedical & electrotherapeutic apparatus
You have requested our opinion as to certain United States federal income tax consequences of the merger (the "Merger") of MSD Merger Corp. ("Merger Subsidiary"), an Indiana corporation and a wholly-owned subsidiary of Medtronic, Inc. ("Parent"), a Minnesota corporation, with and into Sofamor Danek Group, Inc. (the "Company"), an Indiana corporation. The Merger is being consummated pursuant to the Agreement and Plan of Merger by and among Parent, Merger Subsidiary and the Company dated as of November 1, 1998 (the "Merger Agreement"). Unless otherwise defined, capitalized terms used herein have the meanings assigned to them in the Merger Agreement.
