Medtronic Files Form 425 Update for MiniMed Group Separation Exchange Offer

Medtronic plc (MDT) Form 425 Analysis: MiniMed Group Exchange Offer

1. Overview of the Filing

On October 1, 2026, Medtronic plc filed a Form 425 submission pursuant to Rule 425 under the Securities Act of 1933. The filing concerns the ongoing exchange offer to effect the corporate separation of MiniMed Group, Inc.

2. Key Transaction Details

• Subject Entity: MiniMed Group, Inc.
• Filing Company: Medtronic plc (CIK: 0001613103, File No. 001-36820)
• Offer Structure: Medtronic is offering to exchange up to an aggregate of 225,361,295 newly issued shares of MiniMed Group, Inc. common stock currently owned by Medtronic for outstanding shares of Medtronic plc common stock.
• Information Agent Website: https://www.dfking.com/MDTSeparation, managed by D.F. King & Co., Inc.

3. Strategic & Market Implications

• Corporate Separation / Split-Off: The exchange offer represents a tax-efficient mechanism for Medtronic to spin off or separate its MiniMed (diabetes care) business, allowing Medtronic shareholders to exchange their shares for equity in the newly independent entity.
• Capital Structure Impact: To the extent Medtronic common shares are tendered and accepted in exchange for MiniMed shares, Medtronic will retire those shares, reducing its total shares outstanding.
• Next Steps: Shareholders participating in the tender/exchange offer should monitor the daily pricing mechanisms and exchange ratio updates provided through the exchange offer website and prospectus materials.