Medtronic Announces Oversubscribed MiniMed Exchange Offer Results

Executive Summary

On October 13, 2026, Medtronic plc (NYSE: MDT) filed Form 425 under Rule 425 of the Securities Act of 1933, announcing the preliminary results of its split-off exchange offer regarding MiniMed Group, Inc. (Nasdaq: MMED). The exchange offer expired at midnight on October 9, 2026, and was heavily oversubscribed.

Key Terms and Transaction Metrics

• Exchange Ratio: 4.5939 shares of MiniMed common stock per Medtronic ordinary share accepted.
• Shares Tendered: Approximately 298,024,452 Medtronic ordinary shares were validly tendered and not withdrawn (including 93,311,404 shares tendered by notice of guaranteed delivery and 757,890 odd-lot shares).
• Shares Accepted: Medtronic intends to accept 55,032,401 ordinary shares in exchange for all 252,813,348 remaining shares of MiniMed common stock held by Medtronic.
• Estimated Proration Factor: Approximately 18.3%, assuming all guaranteed delivery shares are delivered. Odd-lot shareholders owning fewer than 100 shares who tendered all their shares will not be subject to proration.
• Final Confirmation: Final proration results are expected on October 14, 2026, following the close of the guaranteed delivery period.

Market and Strategic Impact

• Share Count Reduction: By retiring approximately 55.03 million Medtronic ordinary shares, the transaction will have an accretive effect on Medtronic's earnings per share (EPS).
• Clean Separation: Following the completion of the transaction, Medtronic will hold no remaining ownership interest in MiniMed Group, Inc., concluding the separation of its diabetes/insulin business unit into an independent publicly traded entity.