Medtronic Completes MiniMed Split-Off Exchange Offer, Retiring 55M Shares

Overview & Transaction Summary

Medtronic plc filed Amendment No. 4 to Schedule TO (SC TO-I/A), representing the final amendment reporting the final results of its exchange offer to split off its interest in MiniMed Group, Inc.

Under the terms of the exchange offer, Medtronic offered to exchange shares of MiniMed common stock for outstanding Medtronic ordinary shares. The offer expired at 12:00 midnight, New York City time, on October 9, 2026.

Key Final Results

• Oversubscription & Acceptance: The exchange offer was heavily oversubscribed. A total of 297,521,390 Medtronic Ordinary Shares were validly tendered.
• De Minimis Expansion: Medtronic exercised its option to accept an additional 5,975,762 Medtronic ordinary shares (the de minimis increase amount) in exchange for an additional 27,452,053 shares of MiniMed common stock.
• Aggregate Shares Accepted: Medtronic accepted a total of 55,032,401 Medtronic Ordinary Shares in exchange for 252,813,348 newly issued shares of MiniMed Common Stock.
• Full Divestiture: Through this transaction, Medtronic has fully disposed of its entire remaining equity interest in MiniMed Group, Inc.
• Proration Factor:
  • Qualifying odd-lot tenders (beneficial holders of fewer than 100 shares who tendered all shares): 757,890 shares were accepted in full without proration.
  • Non-odd-lot tenders: Subject to a final proration factor of 18.289133%.

Capital Structure & Market Impact

The retirement of 55,032,401 Medtronic ordinary shares represents a meaningful reduction in Medtronic's total share count, providing share-accretive benefits while completing the tax-free spin/split-off separation of the MiniMed business unit.