Medtronic Announces Preliminary Results of MiniMed Group, Inc. Exchange Offer

Following completion of the exchange offer, Medtronic will no longer hold any outstanding MiniMed common shares.

Rhea-AI Summary

Medtronic (MDT) announced preliminary results showing its MiniMed exchange offer was oversubscribed after expiring on October 9, 2026. Medtronic intends to accept 55,032,401 ordinary shares in exchange for its remaining 252,813,348 MiniMed shares, at 4.5939 MiniMed shares per accepted Medtronic share. Approximately 18.3% of tendered shares are estimated to be exchanged, subject to guaranteed deliveries. Medtronic expects the final proration factor on October 14, 2026.

1 point · 0 major

MixediHow this balance works

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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.Medtronic intends to exchange its entire remaining MiniMed interest for 55,032,401 tendered Medtronic ordinary shares.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.Oversubscription limits estimated acceptance to approximately 18.3% of tendered shares, assuming all guaranteed deliveries are completed.
• Minor pointThe preliminary proration factor remains subject to change based on shares satisfying guaranteed delivery procedures.

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+3.46% vs previous close $91.54 last price 25.2x rel. volume Open Argus

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Market Reaction – MDT

$87.54 – $91.80 Day Range

$117.09B Market Cap

On Oct 12, the day this news came out, the latest delayed price for MDT is 3.46% above the previous close. Our momentum scanner has recorded 11 alerts for this stock so far that day. The latest delayed price is $91.54. Relative volume is exceptionally heavy at 25.2x the average.

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Key Figures

MiniMed shares to be exchanged: 252,813,348 shares Medtronic shares to be accepted: 55,032,401 shares Exchange ratio: 4.5939 MiniMed shares per Medtronic share +3 more

MiniMed shares to be exchanged

252,813,348 shares

Medtronic's remaining MiniMed interest

Medtronic shares to be accepted

55,032,401 shares

In exchange for 252,813,348 MiniMed shares

Exchange ratio

4.5939 MiniMed shares per Medtronic share

For each Medtronic ordinary share accepted

Shares validly tendered

298,024,452 Medtronic shares

Validly tendered and not validly withdrawn

Preliminary proration estimate

Approximately 18.3%

Estimated share of tendered Medtronic shares exchanged, subject to guaranteed delivery

Final proration factor announcement

October 14, 2026

Expected promptly after the guaranteed delivery period expires

Historical Context

1 past event · Latest: Oct 07

1 event

1. Oct 07

   Exchange offer terms

   24h Move

   +2.6%

   Set 4.5939 MiniMed shares per accepted Medtronic share and described oversubscription terms.

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

Key Terms

proration, guaranteed delivery, odd-lot, pro rata

4 terms

proration financial

"Because the exchange offer was oversubscribed, Medtronic is accepting only a portion"

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.

guaranteed delivery financial

"shares that were tendered by notice of guaranteed delivery"

Guaranteed delivery is a promise in securities transactions that a buyer or seller will receive the agreed shares or cash even if paperwork, payment, or regulatory clearances are not completed at the moment the deal is announced. Think of it as a short-term IOU that lets a trade settle on schedule while the missing pieces are finalized; for investors it reduces the risk of a failed transaction and keeps offerings or block trades from being delayed or canceled.

odd-lot financial

"shares that tendered in aggregate by "odd-lot" shareholders"

An odd-lot is a stock trade that involves fewer shares than the market’s standard trading block (typically less than 100 shares). For investors this matters because odd-lot orders can be routed or filled differently than standard-size orders, sometimes resulting in wider price differences, slower execution, or slightly higher costs—similar to paying more per item when you buy a single piece instead of a bulk pack.

pro rata financial

"on a pro rata basis in proportion to the number of shares tendered"

Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.

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

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GALWAY, Ireland, Oct. 12, 2026 /PRNewswire/ -- Medtronic plc (Medtronic; NYSE: MDT) today announced that, based on preliminary results, its previously announced offer to exchange shares of common stock of MiniMed Group, Inc. (MiniMed; Nasdaq: MMED) for outstanding Medtronic ordinary shares was oversubscribed. The exchange offer expired at 12:00 midnight, New York City time, at the end of the day on October 9, 2026. Medtronic has decided to exchange all of its remaining interest in MiniMed, totaling 252,813,348 shares of MiniMed common stock. Under the terms of the exchange offer, 4.5939 shares of MiniMed common stock will be exchanged for each Medtronic ordinary share accepted in the exchange offer.

According to the exchange agent, Equiniti Trust Company, LLC, 298,024,452 Medtronic ordinary shares were validly tendered and not validly withdrawn, including 93,311,404 shares that were tendered by notice of guaranteed delivery and 757,890 shares that tendered in aggregate by "odd-lot" shareholders (holders of fewer than 100 shares) not subject to proration (including odd-lot shareholders that tendered by notice of guaranteed delivery). Medtronic intends to accept 55,032,401 of the tendered shares in exchange for 252,813,348 shares of MiniMed common stock. Because the exchange offer was oversubscribed, Medtronic is accepting 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 odd-lots and have validly tendered all of their shares will not be subject to proration, in accordance with the terms of the exchange offer.

Based on the total number of Medtronic ordinary shares reported to be tendered prior to the expiration of the exchange offer, it is estimated that approximately 18.3% of the tendered Medtronic ordinary shares will be exchanged, assuming all shares tendered by guaranteed delivery procedures are delivered under the terms of the exchange offer. This preliminary proration factor is subject to change based on the number of tendered shares that satisfy the guaranteed delivery procedures. Medtronic expects to announce the final proration factor on October 14, 2026, promptly following the expiration of the guaranteed delivery period. Medtronic ordinary shares tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form promptly after the final proration factor is announced. Following the completion of the exchange offer, Medtronic will not retain any of the outstanding shares of MiniMed common stock.

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

 

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SOURCE Medtronic plc

FAQ

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

What is the exchange ratio for Medtronic's MiniMed exchange offer?

Each Medtronic ordinary share accepted in the offer will be exchanged for 4.5939 MiniMed common shares. Medtronic intends to exchange all 252,813,348 shares comprising its remaining MiniMed interest.

When will Medtronic announce the final MiniMed exchange offer proration factor?

Medtronic expects to announce the final proration factor on October 14, 2026, promptly after the guaranteed delivery period expires. The preliminary estimate is approximately 18.3%, assuming all shares tendered through guaranteed delivery procedures are delivered under the offer's terms.

How does Medtronic's MiniMed exchange offer treat odd-lot holders and unaccepted shares?

Shareholders holding fewer than 100 shares who validly tendered all their shares are exempt from proration. Medtronic shares tendered but not accepted will be returned to tendering shareholders in book-entry form promptly after the final proration factor is announced.