#Exchange Offer #Ireland #Medtronic #Galway #MiniMed Group

Medtronic's MiniMed Group Exchange Offer: Preliminary Results Revealed

Medtronic plc, a global leader in healthcare technology, recently disclosed preliminary outcomes concerning its exchange offer involving shares of MiniMed Group, Inc. This announcement reflects significant interest from shareholders, marking the exchange as oversubscribed. The exchange offer was scheduled to conclude on midnight, October 9, 2026, New York City time.

The details provided indicate that Medtronic will be exchanging all of its holdings in MiniMed, which amounts to 252,813,348 shares of common stock. Notably, under the terms of this exchange, shareholders can expect to receive 4.5939 shares of MiniMed common stock for each Medtronic ordinary share that is accepted during the exchange.

According to the exchange agent, Equiniti Trust Company, LLC, the number of validly tendered Medtronic shares reached 298,024,452, with additional notable figures including 93,311,404 shares offered via guaranteed delivery and 757,890 shares from odd-lot shareholders, which do not fall under the proration rules. Medtronic is committed to accepting 55,032,401 of these tendered shares in exchange for the aforementioned MiniMed shares.

Due to the oversubscription of the exchange offer, only a portion of the Medtronic ordinary shares—on a pro-rata basis—will be accepted. It's crucial to highlight that shareholders with odd-lot positions, who tendered all their shares, will not experience any proration according to the terms outlined in the exchange offer.

Initial estimates suggest that approximately 18.3% of the tendered Medtronic ordinary shares are expected to be exchanged, based on the preliminary proration factor. This figure is subject to alteration based on the fulfillment of guaranteed delivery procedures for those shares. Medtronic plans to finalize and announce the proration factor on October 14, 2026, following the end of the guaranteed delivery timeframe.

For those Medtronic shareholders whose ordinary shares were not accepted for exchange, they can expect the return of these shares in book-entry form after the final proration factor is declared. Importantly, once the exchange offer achieves conclusion, Medtronic will no longer retain any outstanding shares of MiniMed common stock.

Esteemed financial institutions, Goldman Sachs & Co. LLC and BofA Securities, Inc., are managing the exchange offer, ensuring a structuring process that adheres to the regulatory requirements and expectations of shareholders.

About Medtronic

Medtronic, headquartered in Galway, Ireland, is dedicated to addressing various health challenges worldwide. With a devoted team of more than 95,000 personnel across over 150 countries, Medtronic focuses on pain alleviation, health restoration, and life extension through innovative medical technologies and therapies. Their wide array of solutions includes cardiac devices, surgical robotics, insulin pumps, and patient monitoring systems, contributing to the health of millions globally.

Medtronic's commitment to engineering extraordinary solutions is evident in their relentless drive to improve patient care and outcomes, making them a pivotal player in the global healthcare landscape.

Forward Looking Statements

This announcement includes forward-looking statements concerning potential outcomes from the exchange offer and its impact on both Medtronic and MiniMed. The eventual results may differ due to various risk factors, including market dynamics, regulatory challenges, and various global economic conditions. Medtronic will continue to inform stakeholders, providing updates as further clarifications develop.

Conclusion

The successful initiation of this exchange offer plays a crucial role in Medtronic's strategy as it works to enhance its portfolio and improve shareholder value. Stakeholders are encouraged to stay updated on future announcements regarding the exchange process and its resultant impacts on the company’s structure.

For more information on the exchange offer and related inquiries, please contact Medtronic's investor relations or refer to the SEC filings that detail the process clearly. Shareholders are advised to review these documents thoroughly to understand the implications of the exchange offer fully.