VNUS Vnus Medical Technologies (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

TENDER OFFER STATEMENT

UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

VNUS MEDICAL TECHNOLOGIES, INC.

(Name Of Subject Company (Issuer))

COVIDIEN GROUP S.A.R.L.

COVIDIEN DELAWARE CORP.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

928566108

(CUSIP Number of Common Stock)

Michelangelo Stefani

Covidien Group S.a.r.l.

3b Bld Prince Henri

L-1724, Luxembourg

Telephone: +352 266 379 31

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

with copies to:

Paul Kinsella

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Telephone: (617) 951-7000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  x

This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “ Amendment ”), filed with the Securities and Exchange Commission on June 1, 2009, amends and supplements the Tender Offer Statement on Schedule TO filed on May 18, 2009, as amended (the “ Schedule TO ”), and relates to a tender offer by Covidien Delaware Corp., a Delaware corporation (the “ Offeror ”) and a wholly owned subsidiary of Covidien Group S.a.r.l., a Luxembourg company (“ Parent ”), to purchase all of the outstanding shares of Common Stock, par value $0.001 per share (the “ Shares” ), of VNUS Medical Technologies, Inc., a Delaware corporation (the “ Company ”), at a purchase price of $29.00 per Share, net to the seller in cash, without interest thereon, less any applicable withholding taxes, and subject to the conditions set forth in the Offer to Purchase for Cash dated May 18, 2009 (the “ Offer to Purchase ”) and in the related Letter of Transmittal (the “ Letter of Transmittal ” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “ Offer ”). This Amendment is being filed on behalf of the Offeror and Parent.

The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated by reference in answers to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided herein.

Item 11 of this Schedule TO is hereby amended and supplemented by adding the following:

The Offer expired at 9:00 a.m. (New York City time) on June 17, 2009. The Depositary for the Offer has advised Parent and the Offeror that as of 9:00 a.m. (New York City time) on June 17, 2009, approximately 13,998,147 Shares had been validly tendered and not withdrawn from the Offer, representing a total of 86.19% of the 16,241,523 outstanding Shares as of 9:00 a.m. (New York City time) on June 17, 2009. Additionally, the Depositary has advised Parent and the Offeror that an additional 955,552 Shares had been tendered by notice of guaranteed delivery. The Offeror has accepted for payment all Shares validly tendered in the Offer (but not including any Shares tendered by notice of guaranteed delivery).

Pursuant to the terms of the Merger Agreement, the Offeror has exercised its option to purchase directly from the Company an additional number of Shares sufficient to give the Offeror ownership of at least 90% of the Company’s then outstanding Shares, when combined with the Shares purchased by the Offeror in the Offer. On June 17, 2009, the Offeror purchased an additional 6,192,239 Shares from the Company at a purchase price of $29.00 per Share, which together with the Shares purchased in the Offer (but not including any Shares tendered by notice of guaranteed delivery), represented at least 90% of outstanding Shares.

Pursuant to the terms of the Merger Agreement, the Offeror merged with and into the Company through a short-form merger under Delaware law, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. By virtue of the Merger, each issued and outstanding Share (other than Shares held as treasury stock, Shares held by Parent or Offeror or Shares held by stockholders who properly demand and perfect appraisal rights under Delaware law) was cancelled and converted into the right to receive $29.00 in cash per outstanding Share, without interest, less any applicable withholding taxes.

On June 17, 2009, Covidien plc, the parent company of Parent and the Offeror, issued a press release announcing the completion of the Offer and the Merger. The full text of the press release is attached hereto as Exhibit (a)(5)(D) and is incorporated herein by reference.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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