Medtronic offers 7% discount in MiniMed split-off
Medtronic is offering shareholders a discounted, generally tax-efficient way to swap MDT shares for MiniMed stock as it moves to fully separate the diabetes business.
Rhea-AI Filing Summary
Medtronic plc (MDT) has launched a voluntary exchange offer to complete the separation of its former Diabetes business, MiniMed Group, Inc., by splitting off at least 80.1% of MiniMed shares it currently owns. Medtronic now holds 252,813,348 MiniMed shares, about 90% of MiniMed’s outstanding common stock, and is offering to exchange up to 225,361,295 of those shares for Medtronic ordinary shares, with the potential to exchange its entire remaining interest if the offer is oversubscribed. Medtronic shareholders who participate can exchange their MDT shares for MiniMed stock at a 7% discount, targeting approximately $107.53 of MiniMed stock for every $100 of MDT tendered, subject to an upper limit of 4.5939 MiniMed shares per Medtronic share. The exchange ratio will be set using the volume-weighted average prices from October 5–7, 2026 and announced before the expected October 9, 2026 expiration, and the transaction is expected to be generally tax-free for U.S. federal income tax purposes, subject to conditions including a minimum of 112,680,647 MiniMed shares being exchanged.
Positive
- Strategic separation of MiniMed: Completing the split-off of at least 80.1% of MiniMed lets Medtronic focus capital on its Cardiovascular, Neuroscience, and Surgical portfolios while MiniMed operates as an independent diabetes-focused company.
- Shareholder incentive via discount: Participating Medtronic shareholders can receive MiniMed stock at about a 7% discount, targeting roughly $107.53 of MiniMed shares for every $100 of MDT tendered, enhancing economic terms for those who elect to exchange.
- Generally tax-free structure: The exchange is expected to be generally tax-free for Medtronic and participating shareholders for U.S. federal income tax purposes, apart from cash in lieu of fractional shares, which can be economically favorable versus a taxable disposition.
Negative
- Execution and condition risk: Completion depends on conditions including at least 112,680,647 MiniMed shares being exchanged and receipt of a required tax opinion, so the full separation may not occur as planned.
- Residual separation steps possible: If the offer is not fully subscribed, Medtronic may use a subsequent spin-off, split-off, or debt-for-equity exchange to divest remaining MiniMed shares, adding complexity and uncertainty around the final structure and timing.
- Market and pricing uncertainty: The final exchange ratio is tied to short-term volume-weighted average prices for MDT and MiniMed over three trading days, exposing participating shareholders to market volatility around the pricing window.
Filing Explained
An incomplete exchange would leave Medtronic’s residual MiniMed stake for a later divestiture, while nonparticipants need not act.
The exchange offer has commenced, but if it closes without full subscription, Medtronic says it intends to address any MiniMed shares it still owns through a later divestiture, split-off, debt-for-equity exchange, or combination of those transactions.
Participation is voluntary: holders who do not tender their Medtronic ordinary shares are told that no action is necessary.
The stated resolution path for any residual stake is therefore a later transaction rather than a completed transfer in this offer; the filing identifies the MiniMed Form S-4 prospectus and Medtronic’s Schedule TO as the detailed offer documents.
Key Figures
MiniMed ownership before offer: 252,813,348 shares (approximately 90% of MiniMed common stock)
MiniMed shares offered for exchange: 225,361,295 shares
Additional MiniMed shares if oversubscribed: 27,452,053 shares
+5 more
8 metrics
MiniMed ownership before offer
252,813,348 shares (approximately 90% of MiniMed common stock)
Medtronic’s MiniMed holdings prior to the exchange offer
MiniMed shares offered for exchange
225,361,295 shares
Maximum MiniMed shares Medtronic is initially offering in the exchange
Additional MiniMed shares if oversubscribed
27,452,053 shares
Extra MiniMed shares Medtronic intends to exchange if the offer is oversubscribed
Minimum MiniMed shares to be issued
112,680,647 shares
Condition for completion of the exchange offer
Shareholder discount
7%
Discount on MiniMed shares versus Medtronic shares in the exchange
Indicative value received
$107.53 of MiniMed stock for each $100 of Medtronic stock
Targeted relative value if the upper limit does not apply
Upper limit exchange ratio
4.5939 MiniMed shares per Medtronic share
Maximum number of MiniMed shares deliverable per MDT share
VWAP pricing window
3 trading days (October 5–7, 2026)
Period used to calculate the final exchange ratio
Key Terms
exchange offer, split off, generally tax-free, volume-weighted average prices, +2 more
6 terms
exchange offer financial
"announced that it has commenced an exchange offer to split off"
An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.
split off financial
"has commenced an exchange offer to split off at least 80.1%"
generally tax-free financial
"expected to be generally tax-free to Medtronic and participating"
volume-weighted average prices financial
"by reference to the arithmetic average of the daily volume-weighted average prices"
Volume-weighted average price (VWAP) is the average trading price of a stock over a set period, where each trade’s price is weighted by how many shares were exchanged, so large trades influence the average more than small ones. Investors and traders use VWAP like a yardstick to judge whether a trade occurred at a good price relative to the market overall, similar to comparing the average price per pound when shopping where bigger purchases shift the average.
registration statement on Form S-4 regulatory
"outlined in a registration statement on Form S-4 that has been filed"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
Schedule TO regulatory
"a tender offer statement on Schedule TO to be filed by Medtronic"
A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is Medtronic (MDT) announcing about MiniMed in this transaction?
Medtronic is commencing an exchange offer to split off at least 80.1% of MiniMed Group, Inc. shares it owns, allowing MDT shareholders to swap their Medtronic ordinary shares for MiniMed common stock and moving toward full separation of the diabetes business.
What minimum participation is required for the Medtronic (MDT) exchange offer to close?
A condition to completion is that at least 112,680,647 shares of MiniMed common stock be issued in exchange for Medtronic ordinary shares validly tendered, along with other conditions including receipt of a favorable tax opinion.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed by Medtronic plc
pursuant to rule 425 under the Securities Act of 1933, as amended
Subject Company: Medtronic plc
Commission File No.: 1-36820
Medtronic Launches Exchange Offer to Complete Separation of MiniMed Group, Inc.
Medtronic shareholders can exchange their Medtronic
ordinary shares for shares of MiniMed
Provides Medtronic shareholders with option for a generally tax-free exchange for
U.S. federal income tax purposes
GALWAY, Ireland, September 14, 2026 – Medtronic plc (Medtronic; NYSE: MDT) today announced that it has commenced an exchange offer to split off at least 80.1% of the shares of MiniMed Group, Inc. (MiniMed; Nasdaq: MMED). MiniMed, formerly Medtronic’s Diabetes business, completed its initial public offering in March 2026 with Medtronic retaining an approximately 90% ownership interest in MiniMed. Through the exchange offer, Medtronic shareholders can exchange their Medtronic ordinary shares for shares of MiniMed common stock, subject to the terms of the offer. The exchange offer is expected to be generally tax-free to Medtronic and participating shareholders for U.S. federal income tax purposes.
“Today’s launch reflects our confidence in MiniMed as an independent company and in the opportunities that lie ahead,” said Geoff Martha, Medtronic Chairman and Chief Executive Officer. “MiniMed is delivering strong results, has a rich innovation pipeline, and a leadership team with a clear vision for the future. Going forward as an independent company, MiniMed will have the focus and flexibility to build on its momentum, while Medtronic can further focus our capital allocation on our growing Cardiovascular, Neuroscience, and Surgical portfolios so we can continue accelerating our innovation and growth to bring new therapy options to patients around the world.”
The exchange offer will permit Medtronic shareholders to exchange their Medtronic ordinary shares for shares of MiniMed common stock at a 7% discount, subject to an upper limit of 4.5939 shares of MiniMed common stock per Medtronic ordinary share tendered and accepted in the exchange offer. If the upper limit is not in effect, tendering shareholders are expected to receive approximately $107.53 of MiniMed common stock for every $100 of Medtronic ordinary shares tendered.
Medtronic will determine the prices at which Medtronic ordinary shares and shares of MiniMed common stock will be exchanged by reference to the arithmetic average of the daily volume-weighted average prices of shares of Medtronic ordinary shares on the NYSE and MiniMed common stock on the Nasdaq during the three consecutive trading days ending on and including the second trading day preceding the expiration date of the exchange offer,
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which are expected to be October 5, 6 and 7, 2026, if the exchange offer is not extended or terminated. The final exchange ratio, reflecting the number of shares of MiniMed common stock that tendering shareholders will receive for each Medtronic ordinary share accepted in the exchange offer, will be announced by press release by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be October 9, 2026). To the extent feasible, Medtronic intends to announce the final exchange ratio (and whether the upper limit is in effect) in the evening, New York City time, on the second trading day immediately preceding the expiration date. The final exchange ratio, when announced, and a daily indicative exchange ratio beginning on the third trading day of the exchange offer period, also will be available at http://www.dfking.com/MDTSeparation.
The completion of the exchange offer is subject to certain conditions, including: at least 112,680,647 shares of MiniMed common stock being issued in exchange for outstanding Medtronic ordinary shares validly tendered in the exchange offer; and the receipt of an opinion of counsel that the exchange offer will qualify as a generally tax-free transaction to Medtronic and its participating shareholders for U.S. federal income tax purposes, except with respect to the receipt of cash in lieu of fractional shares.
Medtronic currently owns 252,813,348 shares of MiniMed common stock, representing approximately 90% of the total outstanding shares of MiniMed common stock. Medtronic is offering to exchange up to 225,361,295 shares of MiniMed common stock for outstanding Medtronic ordinary shares in the exchange offer. If the exchange offer is oversubscribed, Medtronic currently intends, without extending the exchange offer period, to exchange an additional 27,452,053 shares of MiniMed common stock, which amount constitutes all of Medtronic’s remaining interest in MiniMed. If the exchange offer is consummated but not fully subscribed, Medtronic intends to divest the shares of MiniMed common stock that it continues to beneficially own through a subsequent spin-off, split-off, debt-for-equity exchange, or any combination of these potential transactions.
The exchange offer is voluntary for Medtronic shareholders. No action is necessary for Medtronic shareholders who choose not to participate.
The terms and conditions of the exchange offer are outlined in a registration statement on Form S-4 that has been filed by MiniMed with the U.S. Securities and Exchange Commission (the “SEC”) and a tender offer statement on Schedule TO to be filed by Medtronic with the SEC today.
Goldman Sachs & Co. LLC and BofA Securities, Inc. will serve 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
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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 will file 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
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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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