Medtronic Announces Final Results of MiniMed Group, Inc. Exchange Offer
Eligible holders who tendered all of their fewer than 100 Medtronic shares will have their entire tenders accepted.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
Medtronic (MDT) announced final results of its oversubscribed exchange offer and elected to exchange its entire remaining MiniMed (MMED) stake.
Medtronic will exchange 252,813,348 MiniMed shares for 55,032,401 Medtronic ordinary shares. The final proration factor is 18.289133%, except for eligible odd-lot tenders. The offer expired October 9, 2026. After completion, Medtronic will hold no MiniMed common shares.
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.
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 will accept 55,032,401 Medtronic ordinary shares in return for Medtronic’s remaining MiniMed stake.
Negative
- Minor pointOversubscription limits acceptance to a 18.289133% proration factor for tenders other than eligible odd lots.
AI-generated analysis. How Rhea-AI works. Not financial advice.
The exchange offer was oversubscribed, and Medtronic has elected to exchange all of its remaining interest in MiniMed (totaling 252,813,348 shares of MiniMed common stock) for 55,032,401 Medtronic ordinary shares.
Because the exchange offer was oversubscribed, Medtronic will accept only a portion of its ordinary shares that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. Shareholders who owned fewer than 100 Medtronic ordinary shares, or an "odd-lot," and have validly tendered all of their shares will not be subject to proration, in accordance with the terms of the exchange offer. All shares validly tendered by eligible "odd-lot" shareholders will be accepted. The final proration factor of
Based on the final count by the exchange agent, Equiniti Trust Company, LLC, the final results of the exchange offer are as follows:
- Total number of Medtronic ordinary shares validly tendered and not validly withdrawn: 297,521,390
- Shares tendered that will be subject to proration: 296,763,500
- "Odd-lot" shares tendered that will not be subject to proration: 757,890
- Total number of Medtronic ordinary shares that will be accepted: 55,032,401
Medtronic ordinary shares tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form promptly. In addition, the exchange agent will promptly credit newly issued shares of MiniMed common stock in book-entry form to accounts maintained by the MiniMed transfer agent for tendering shareholders whose Medtronic ordinary shares were accepted in the exchange offer. Checks in lieu of fractional shares of MiniMed common stock will be delivered after the exchange agent has aggregated all fractional shares and sold them in the open market.
Goldman Sachs & Co. LLC and BofA Securities, Inc. served as 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 benefits of the exchange offer, Medtronic's ability to successfully 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.
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-results-of-minimed-group-inc-exchange-offer-302908450.html
SOURCE Medtronic plc