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Medtronic's Exchange Offer: A Step Towards Independence

Medtronic plc has taken a significant step in its strategic separation process by announcing an exchange offer for shareholders. This move aims to allow Medtronic investors to exchange their ordinary shares for shares in MiniMed Group, Inc., marking a pivotal moment for the healthcare technology company. This exchange offer is targeted to occur at a minimum ratio of 80.1%, empowering Medtronic's shareholders by giving them an opportunity to invest in MiniMed, which was formerly part of Medtronic's diabetes division.

In March 2026, MiniMed made headlines for its successful initial public offering (IPO), where Medtronic retained about 90% of its ownership. Today, through this exchange initiative, Medtronic shareholders can convert their shares with a specific focus on a generally tax-free exchange for U.S. federal income tax purposes, providing financial advantages to those participating in the offer.

Geoff Martha, Medtronic's Chairman and CEO, has expressed robust confidence in MiniMed as a stand-alone entity, stating, "Today's launch reflects our confidence in MiniMed as an independent company and in the opportunities that lie ahead." He highlights that MiniMed is achieving strong financial results and possesses a promising pipeline of innovation driven by effective leadership planning for the future. As MiniMed embarks on this journey of independence, it will gain the agility to leverage its momentum, while Medtronic can redirect its focus towards bolstering its cardiovascular, neuroscience, and surgical segment strategies. This notable shift reinforces Medtronic's commitment to driving growth and innovation within its remaining portfolios, essentially leading to better therapy options for patients globally.

The exchange offer presents an enticing 7% discount for those exchanging their Medtronic shares for MiniMed common stock. Notably, the exchange is capped at 4.5939 shares of MiniMed's stock for each Medtronic ordinary share tendered. Should shareholders decide to partake in this exchange, Medtronic has estimated that for every $100 of Medtronic shares tendered, they can anticipate receiving approximately $107.53 worth of MiniMed shares, should the upper limit be inactive.

To determine the final exchange prices and ratios, Medtronic will evaluate the arithmetic average of the daily volume-weighted average prices of both Medtronic ordinary shares and MiniMed common stock over three consecutive trading days leading up to the expiration date of the offer. The announcement of the final exchange ratio is eagerly anticipated, slated for release by 9:00 AM on the trading day just before the expiration date, which, if the offer remains as planned, is set to be October 9, 2026. For participants, proactive notifications regarding the exchange ratio will be issued to ensure transparency and confidence in the process.

However, completion of this exchange offer hinges on certain conditions, including the need for at least 112,680,647 shares of MiniMed common stock to be exchanged for the outstanding Medtronic shares that have been validly submitted. Additionally, it is imperative for Medtronic to acquire an opinion confirming the exchange's alignment with tax-free transaction standards under U.S. law.

As Medtronic navigates this landmark transaction, the company currently holds 252,813,348 shares of MiniMed stock, representing about 90% of the total shares. The exchange offer is projected to allow shareholders to exchange up to 225,361,295 shares for outstanding Medtronic shares. In the event of an oversubscription, Medtronic has indicated intentions to provide further shares, ensuring shareholder satisfaction without needing to extend the exchange offer period.

This voluntary exchange offer is optional for Medtronic shareholders; those who opt out are not required to take any action. For additional insights and updates, the complete terms and conditions will be publicly detailed in registration statements filed with the U.S. Securities and Exchange Commission (SEC).

About Medtronic

Medtronic, headquartered in Galway, Ireland, is renowned globally for its innovative healthcare solutions, committed to addressing critical health challenges across the globe. With a workforce of over 95,000 employees across 150 nations, the company operates under the mission to alleviate pain, restore health, and extend life through advanced technology, encompassing various therapeutic areas. Medtronic's endeavors to focus and deliver impactful results will continue to transform patient care, ensuring an improved quality of life for many.

This exchange offer not only signifies a strategic evolution for Medtronic but also positions MiniMed to thrive independently, with innovative solutions at the forefront of diabetic care and beyond. As the time for decision-making approaches, shareholders are encouraged to remain engaged and informed about their options through this extraordinary journey.