Medtronic Updates Exchange Offer Materials for MiniMed Group Separation

Overview of the Filing

On September 30, 2026, Medtronic plc filed a Form 425 with the U.S. Securities and Exchange Commission pursuant to Rule 425 under the Securities Act of 1933. The filing constitutes written communication relating to Medtronic's ongoing exchange offer to split off its diabetes business, MiniMed Group, Inc.

Transaction Structure & Key Terms

• Transaction Type: Split-off via exchange offer.
• Offered Securities: Up to an aggregate of 225,361,295 newly issued shares of common stock of MiniMed Group, Inc., currently owned by Medtronic.
• Exchange Consideration: Shares of common stock of Medtronic plc tendered by existing Medtronic shareholders.
• Information Agent / Portal: D.F. King & Co., Inc. maintains the dedicated transaction website at https://www.dfking.com/MDTSeparation.
• Filing Content: The submission documents daily website updates providing exchange ratios, indicative pricing, and tender mechanics for shareholders evaluating the exchange offer.

Strategic and Trading Significance

1. Share Count Reduction for Medtronic: Successful execution of the exchange offer retires tendered Medtronic common shares, decreasing Medtronic’s outstanding share base without a direct cash expenditure.
2. Pure-Play Separation: The transaction creates an independent, standalone public entity for MiniMed Group, Inc., allowing each company to focus on distinct operational strategies and capital allocation profiles.
3. Arbitrage and Volatility: Exchange offers often trigger trading strategies involving long positions in parent shares and short positions in the subsidiary shares (or vice versa), impacting liquidity and short-term price discovery until the offer expires.