#Ireland #Medtronic #Galway #Stock Exchange #MiniMed Group

Medtronic Finalizes Exchange Ratio for MiniMed Group, Inc.

On October 7, 2026, Medtronic plc (NYSE: MDT) disclosed the final exchange ratio for its previously announced stock exchange offer concerning outstanding Medtronic ordinary shares. The offer is an opportunity for shareholders to exchange their shares for common stock in MiniMed Group, Inc. (Nasdaq: MMED).

In this exchange, Medtronic is willing to swap up to 225,361,295 shares of MiniMed common stock in exchange for outstanding Medtronic ordinary shares. Additionally, should the offer experience high demand, Medtronic may opt to exchange all remaining shares that it holds in MiniMed, totaling an additional 27,452,053 shares, all without extending the duration of the exchange period.

As per the announcement, shareholders who validly tendered their Medtronic ordinary shares will receive an allocation of 4.5939 shares of MiniMed common stock for each share they exchanged. This ratio reflects the final calculated value of both Medtronic ordinary shares and MiniMed common stock, as determined in the prospectus filed with the U.S. Securities and Exchange Commission (SEC).

Medtronic's decision to set the final exchange ratio at 4.5939 was based on the analysis that the original calculated values warranted a higher ratio, but ultimately, it capped the exchange at this figure. Depending on whether the exchange offer is oversubscribed, the company anticipates accepting approximately 55,032,401 Medtronic shares in exchange if they decide to include all their remaining interest in MiniMed. Should they not pursue this option, this number drops to 49,056,639 shares. It is crucial for stakeholders to understand that if the exchange offer sees excess demand, proration will occur, meaning the number of shares accepted could be less than the amount validly submitted.

The deadline for the stock exchange offer and withdrawal rights is October 9, 2026, at midnight (New York City time), unless Medtronic prolongs or terminates the offer prior to this date. Investment banks Goldman Sachs & Co. LLC and BofA Securities, Inc. are acting as the dealer managers for this transaction.

About Medtronic

Medtronic, headquartered in Galway, Ireland, stands as a frontrunner in the global healthcare technology landscape. The company's mission—to alleviate pain, restore health, and extend lives—unites over 95,000 team members across more than 150 countries. Medtronic's diverse product range includes advanced cardiac devices, surgical robotics, insulin pumps, and various surgical tools, addressing 70 different health conditions.

The innovative nature of Medtronic's products is underpinned by a robust commitment to research, indicating an unwavering desire to confront the numerous health challenges faced globally. Maintaining a focus on advancing patient care, Medtronic aims to engineer extraordinary solutions that enable healthier lives worldwide.

Forward-Looking Statements

This press release embodies forward-looking statements in accordance with the Private Securities Litigation Reform Act of 1995, presenting various risks and uncertainties. Stakeholders are encouraged to review Medtronic's and MiniMed's periodic SEC filings to obtain a clear outlook on potential risks and developments associated with this exchange and the future of both companies. Actual results may diverge significantly from the expectations delineated within these forward-looking statements.

Additional Information

For further information regarding the exchange offer, investors should refer to the prospectus filed with the SEC and other relevant documents that Medtronic and MiniMed may file. Interested stakeholders can access these materials on the SEC's website or directly through designated links via Medtronic's communications.

As Medtronic navigates this exchange process, keeping abreast of updates and strategic decisions will be essential for all participating shareholders, ensuring they make informed decisions in this evolving market environment.