Medtronic Sets Final Exchange Ratio at Upper Limit for MiniMed Split-Off Exchange Offer

Overview & Material Terms

On October 8, 2026, Medtronic plc filed Amendment No. 2 to its Tender Offer Statement on Schedule TO (SC TO-I/A) regarding the exchange offer for shares of MiniMed Group, Inc.

Key Details of the Transaction:

• Exchange Ratio: Set at the upper limit of 4.5939 shares of MiniMed Common Stock for each validly tendered and accepted Medtronic Ordinary Share.
• Pricing Mechanism: The calculated values described in the Prospectus exceeded the upper limit, capping the final exchange ratio at 4.5939.
• Shares to be Accepted:
  • Fully Subscribed: Approximately 49,056,639 Medtronic Ordinary Shares.
  • Oversubscribed (De Minimis Increase): Up to approximately 55,032,401 Medtronic Ordinary Shares (exchanging all remaining 27,452,053 MiniMed shares held by Medtronic, subject to a 2% maximum limit under Rule 13e-4(f)(1)(ii) and Rule 14e-1(b)).
• Proration: Because the offer was structured with an upper limit and fixed maximum pool of shares, tendered shares will be subject to proration if oversubscribed.

Strategic & Capital Structure Implications

1. Share Retirement / Buyback Equivalent: By exchanging MiniMed shares for Medtronic ordinary shares, Medtronic effectively retires between ~49.1M and ~55.0M shares of its outstanding equity, reducing share count and boosting future EPS.
2. Separation of MiniMed: The transaction accomplishes the tax-efficient separation/split-off of MiniMed Group, Inc., divesting Medtronic's remaining stake (~80.1% baseline plus remaining interest).
3. Capped Ratio Dynamic: Because the calculated valuation ratio exceeded the upper limit cap, participating Medtronic shareholders receive the maximum allowable MiniMed shares per Medtronic share under the offer terms.