Medtronic Sets Final Exchange Ratio of 4.5939 in MiniMed Group Split-Off

Overview

On October 7, 2026, Medtronic plc announced the final exchange ratio for its previously announced split-off exchange offer involving MiniMed Group, Inc. (Nasdaq: MMED). Medtronic is offering shareholders the opportunity to exchange Medtronic ordinary shares for shares of MiniMed common stock.

Key Terms of the Split-Off

• Exchange Ratio: Set at the upper limit of 4.5939 shares of MiniMed common stock for each accepted Medtronic ordinary share. The calculated pricing formula exceeded the upper limit cap, resulting in the ratio being fixed at 4.5939.
• Offered MiniMed Shares:
  • Base offer: Up to 225,361,295 shares of MiniMed common stock.
  • Oversubscription option: Up to an additional 27,452,053 shares, representing Medtronic's entire remaining interest.
• Medtronic Shares Accepted:
  • Approximately 49,056,639 Medtronic ordinary shares under the base offer.
  • Approximately 55,032,401 Medtronic ordinary shares if the oversubscription option is fully utilized.
• Proration: If oversubscribed, tenders will be subject to proration.
• Expiration: Scheduled to expire at 12:00 midnight New York City time at the end of the day on October 9, 2026, unless extended or terminated.
• Dealer Managers: Goldman Sachs & Co. LLC and BofA Securities, Inc.

Market & Strategic Impact

This filing finalizes the pricing mechanics for the tax-free separation of MiniMed from Medtronic. By retiring up to ~55 million Medtronic shares in exchange for its MiniMed equity stake, Medtronic will reduce its outstanding share count, executing an effective share repurchase via the divestiture.