Medtronic Announces Final Exchange Ratio of 4.5939 in Split-Off of MiniMed Group, Inc.

Oversubscription would trigger proration, so shareholders may have fewer Medtronic shares accepted than they tender.

Rhea-AI Summary

Medtronic (NYSE: MDT) set the final exchange ratio for its MiniMed split-off at 4.5939 MiniMed shares per accepted Medtronic share. The offer covers up to 225,361,295 MiniMed shares. If oversubscribed, Medtronic currently intends to exchange its remaining interest as well, adding 27,452,053 shares without extending the offer period. The offer and withdrawal rights expire at midnight, New York City time, at the end of October 9, 2026, unless extended or terminated.

2 points · 0 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.The exchange offer distributes up to 225,361,295 MiniMed shares in return for outstanding Medtronic ordinary shares.
• Minor point. Forward-looking: it has not happened yet and may not happen.Medtronic currently intends to exchange an additional 27,452,053 MiniMed shares if oversubscribed, without extending the offer period.

Negative

• Minor pointThe final ratio is capped at 4.5939; calculated per-share values would have produced a higher exchange ratio.
• Minor point. Forward-looking: it has not happened yet and may not happen.Proration if oversubscribed may leave shareholders with fewer Medtronic shares accepted than they validly tender.

News Explained

The number of Medtronic shares exchanged is scenario-dependent, and the final ratio is at its stated ceiling because calculated values implied a higher one.

While the exchange offer is still open, Medtronic estimates it would accept approximately 55,032,401 of its ordinary shares for exchange if it adds its remaining MiniMed interest, or approximately 49,056,639 if it does not. These are conditional estimates, and proration if the offer is oversubscribed may mean fewer Medtronic shares are accepted than tendered.

The release says the final calculated per-share values would have produced a ratio above the upper limit, so the final ratio is set at that limit of 4.5939 MiniMed shares per accepted Medtronic share.

Key Figures

Final exchange ratio: 4.5939 MiniMed shares per Medtronic share MiniMed shares offered: Up to 225,361,295 shares Additional MiniMed shares: 27,452,053 shares +3 more

Final exchange ratio

4.5939 MiniMed shares per Medtronic share

For each Medtronic ordinary share accepted

MiniMed shares offered

Up to 225,361,295 shares

Exchange offer

Additional MiniMed shares

27,452,053 shares

If the offer is oversubscribed and Medtronic exchanges its remaining interest

Medtronic shares accepted

Approximately 55,032,401 shares

Assuming oversubscription and exchange of Medtronic’s remaining MiniMed interest

Medtronic shares accepted

Approximately 49,056,639 shares

Assuming oversubscription without increasing the number of shares accepted

Offer expiration

October 9, 2026, at 12:00 midnight New York City time

Unless the exchange offer is extended or terminated

Historical Context

1 past event · Latest: Sep 14

1 event

1. Sep 14

   exchange offer launch

   24h Move

   +3.2%

   Launch established the 4.5939-share cap, 7% discount and offer share limits later finalized here.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

exchange ratio, proration, validly tendered, withdrawal rights

4 terms

exchange ratio financial

"the final exchange ratio for its previously announced offer"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

proration financial

"the exchange offer will be subject to proration if the exchange offer is oversubscribed"

Proration is the method of dividing a limited quantity—such as shares in an offering, dividends, or rights—among claimants when demand exceeds supply, so each participant receives a proportional slice rather than the full amount requested. It matters to investors because proration determines how many shares or what portion of a payout they actually receive, which affects portfolio size, cash needs, and the expected return; think of it as splitting a pie fairly when more people want a piece than there are slices.

validly tendered financial

"that is validly tendered and not validly withdrawn by shareholders"

Securities or instruments described as "validly tendered" have been submitted to a tender offer in the exact manner and within the time frames required by the offer documents and applicable procedures — for example, properly signed paperwork or electronic instructions, correct certificate delivery or book‑entry transfer, and any required representations or warranties. A valid tender meets the offer's formal conditions so it can be accepted, though acceptance may still be subject to the offeror's remaining terms (such as minimum/maximum amounts, proration, or conditional provisions); tenders that are late, incomplete, defective, or not compliant with prescribed procedures are not "validly tendered" unless cured according to the offer's cure rules.

withdrawal rights regulatory

"The exchange offer and withdrawal rights will expire"

A legal right that lets an investor cancel or back out of a financial transaction—such as buying shares, subscribing to an offering, or agreeing to a corporate action—within a specified short period and receive a refund or reversal. It matters because it acts like a cooling-off period or return policy: investors can change their mind if new information appears or circumstances change, reducing immediate risk and preserving liquidity while decisions are reassessed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

GALWAY, Ireland, Oct. 7, 2026 /PRNewswire/ -- Medtronic plc (Medtronic; NYSE: MDT) today announced the final exchange ratio for its previously announced offer to exchange outstanding Medtronic ordinary shares for shares of common stock of MiniMed Group, Inc. (MiniMed; Nasdaq: MMED). Medtronic is offering to exchange up to 225,361,295 shares of MiniMed common stock for outstanding Medtronic ordinary shares in the exchange offer and, if the exchange offer is oversubscribed, Medtronic currently intends to exchange all of Medtronic's remaining interest in MiniMed (an additional 27,452,053 shares of MiniMed common stock), without extending the exchange offer period.

For each Medtronic ordinary share that is validly tendered and not validly withdrawn by shareholders and that is accepted by Medtronic pursuant to the exchange offer, Medtronic will deliver 4.5939 shares of MiniMed common stock to or at the direction of any such tendering shareholder.

The final calculated per-share value of Medtronic ordinary shares and the final calculated per-share value of MiniMed common stock, in each case determined in the manner described in the Prospectus filed by MiniMed with the U.S. Securities and Exchange Commission (the "SEC"), would have resulted in an exchange ratio of more than the upper limit of 4.5939. Accordingly, the final exchange ratio has been set at 4.5939 shares of MiniMed common stock for each Medtronic ordinary share accepted in the exchange offer.

Based on the final exchange ratio, assuming the exchange offer is oversubscribed, Medtronic would accept for exchange approximately 55,032,401 Medtronic ordinary shares if Medtronic decides to exchange all of its remaining interest in MiniMed, or approximately 49,056,639 Medtronic ordinary shares if Medtronic does not increase the number of shares to be accepted, as described in the Prospectus. Because the exchange offer will be subject to proration if the exchange offer is oversubscribed, the number of Medtronic ordinary shares that Medtronic accepts in the exchange offer may be less than the number of shares validly tendered by Medtronic shareholders.

The exchange offer and withdrawal rights will expire at 12:00 midnight, New York City time, at the end of the day on October 9, 2026, unless the exchange offer is extended or terminated.

Goldman Sachs & Co. LLC and BofA Securities, Inc. are the dealer managers for the exchange offer.

About Medtronic
Bold thinking. Bolder actions. We are Medtronic. Medtronic plc, headquartered in Galway, Ireland, is the leading global healthcare technology company that boldly attacks the most challenging health problems facing humanity by searching out and finding solutions. Our Mission — to alleviate pain, restore health, and extend life — unites a global team of 95,000+ passionate people across more than 150 countries. Our technologies and therapies treat 70 health conditions and include cardiac devices, surgical robotics, insulin pumps, surgical tools, patient monitoring systems, and more. Powered by our diverse knowledge, insatiable curiosity, and desire to help all those who need it, we deliver innovative technologies that transform the lives of two people every second, every hour, every day. Expect more from us as we empower insight-driven care, experiences that put people first, and better outcomes for our world. In everything we do, we are engineering the extraordinary.

Cautions Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties, including risks related to the expected effects on Medtronic and MiniMed of the exchange offer, the anticipated timing and benefits of the exchange offer, Medtronic's ability to satisfy the necessary conditions to consummate its separation of MiniMed, Medtronic's ability to successfully consummate the separation of MiniMed and realize the anticipated benefits from the separation (including consummating the transaction on a basis that is generally tax-free to shareholders for U.S. federal income tax purposes), MiniMed's ability to succeed as an independent publicly traded company, competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of medical products, government regulation, geopolitical conflicts, changing global trade policies, general economic conditions, and other risks and uncertainties described in Medtronic's and MiniMed's periodic reports on file with the SEC including their most recent respective Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. In some cases, you can identify these statements by forward-looking words or expressions, such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "intend," "looking ahead," "may," "plan," "possible," "potential," "project," "should," "going to," "will," and similar words or expressions, the negative or plural of such words or expressions and other comparable terminology. Actual results may differ materially from anticipated results. Medtronic does not undertake to update its forward-looking statements or any of the information contained in this press release, including to reflect future events or circumstances.

Additional Information and Where to Find It
This communication is for informational purposes only and is not an offer to sell or exchange, a solicitation of an offer to buy or exchange any securities or a recommendation as to whether investors should participate in the exchange offer. There shall be no solicitation, offer, sale or exchange of any securities in any jurisdiction in which such solicitation, offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. MiniMed has filed with the SEC a registration statement on Form S-4 (the "Registration Statement") that includes a Prospectus. The exchange offer is made solely by the Prospectus. The Prospectus contains important information about the exchange offer, Medtronic, MiniMed and related matters, and Medtronic has delivered the Prospectus to holders of Medtronic ordinary shares. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BEFORE MAKING ANY INVESTMENT DECISION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. None of Medtronic, MiniMed or any of their respective directors or officers or the dealer managers appointed with respect to the exchange offer makes any recommendation as to whether you should participate in the exchange offer.

Medtronic has filed with the SEC a Schedule TO, which contains important information about the exchange offer.

Holders of Medtronic ordinary shares may obtain copies of the Prospectus, the Registration Statement, the Schedule TO and other related documents, and any other information that Medtronic and MiniMed file electronically with the SEC free of charge at the SEC's website at http://www.sec.gov. Holders of Medtronic ordinary shares may also obtain a copy of the Prospectus by clicking on the appropriate link at http://www.dfking.com/MDTSeparation.

Medtronic has retained D.F. King & Co., Inc. as the information agent for the exchange offer. To obtain copies of the exchange offer Prospectus and related documents, or for questions about the terms of the exchange offer or how to participate, you may contact the information agent at +1 (877) 361-7972 (toll-free for shareholders) or +1 (646) 845-0146 (banks, brokers, and all others outside the United States).

Contacts:
Justin Paquette
Public Relations
+1-612-271-7935

Ingrid Goldberg
Investor Relations 
+1-763-505-2696

View original content to download multimedia:https://www.prnewswire.com/news-releases/medtronic-announces-final-exchange-ratio-of-4-5939-in-split-off-of-minimed-group-inc-302901675.html

SOURCE Medtronic plc

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the final exchange ratio for Medtronic's MiniMed split-off?

Medtronic will deliver 4.5939 MiniMed common shares for each Medtronic ordinary share accepted in the exchange offer. Shares must be validly tendered and not validly withdrawn. The ratio equals the upper limit because the final calculated per-share values would have produced a higher ratio.

When do Medtronic's MiniMed exchange offer and withdrawal rights expire?

The exchange offer and withdrawal rights expire at 12:00 midnight, New York City time, at the end of October 9, 2026, unless the offer is extended or terminated.

How many Medtronic shares could be accepted in the MiniMed exchange offer?

Assuming oversubscription, Medtronic would accept approximately 55,032,401 ordinary shares if it exchanges all its remaining MiniMed interest, or approximately 49,056,639 ordinary shares if it does not increase the offer size. Proration means the number accepted may be less than the number shareholders validly tender.