Medtronic Announces Preliminary Results of Oversubscribed MiniMed Exchange Offer

Medtronic plc (MDT) – Schedule TO-I/A (Amendment No. 3)

Overview

On October 13, 2026, Medtronic plc filed Amendment No. 3 to its Issuer Tender Offer Statement on Schedule TO, reporting the preliminary results of its exchange offer to split off MiniMed Group, Inc.

Key Transaction Highlights

• Expiration: The exchange offer expired at 12:00 midnight NYC time on October 9, 2026.
• Oversubscription: The offer was heavily oversubscribed. An aggregate of 298,024,452 Medtronic Ordinary Shares were validly tendered and not withdrawn (including 93,311,404 shares tendered via notice of guaranteed delivery and 757,890 qualifying odd-lot shares).
• Accepted Shares: Medtronic plans to accept 55,032,401 Medtronic Ordinary Shares in exchange for 252,813,348 shares of MiniMed Common Stock (including the full De Minimis Increase Amount of 27,452,053 shares, representing Medtronic's entire remaining stake in MiniMed).
• Proration Factor: The estimated preliminary proration factor for non-odd-lot tendered shares is approximately 18.3%, subject to final verification of shares delivered under guaranteed delivery procedures.

Market Impact & Share Count Reduction

Retiring approximately 55.03 million Medtronic ordinary shares effectively acts as a substantial synthetic share repurchase funded by the carve-out/distribution of MiniMed, reducing Medtronic's share count and eliminating its equity holding in MiniMed Group.