Under the terms of the definitive agreement entered into by the parties, the transaction will take the form of an all-cash tender offer, pursuant to which a wholly owned subsidiary of Covidien will pay $12.00 in cash for each share of Aspect Medical, followed by a second-step merger. The investigation concerns possible breaches of fiduciary duty and other violations of state law related to approval of the transaction by the Aspect Medical board of directors.

Aspect is a brain monitoring technology company.