Medtronic launches MiniMed share exchange offer
Rhea-AI Filing Summary
Medtronic plc (MDT) is moving to complete the separation of its diabetes business through an exchange offer in which Medtronic shareholders may choose to exchange their Medtronic ordinary shares for shares of common stock of its former subsidiary, MiniMed Group, Inc., subject to the terms of the offer. Once the exchange offer and related transactions are completed, Medtronic will no longer hold any equity interest in MiniMed, which will then operate as an independent public company focused on diabetes technology. The communication notes that MiniMed has reached $3 billion in annual revenue, launched new products, and built standalone capabilities as part of the transition, while Medtronic continues to provide transition services during the separation period.
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Filing Explained
Medtronic has launched the exchange offer, but the separation is not complete: Medtronic retains its equity stake in MiniMed until the offer and related transactions are completed, after which MiniMed would operate independently.
Key Figures
MiniMed annual revenue: $3 billion
Time since separation intent announced: 18 months
Employees joining on Day 2: 900 employees
+3 more
6 metrics
MiniMed annual revenue
$3 billion
Annual revenue milestone mentioned for MiniMed
Time since separation intent announced
18 months
Period since Medtronic announced its intent to separate the MiniMed business
Employees joining on Day 2
900 employees
Nearly 900 employees in Day 2 countries to become official MiniMed employees
CEO message date
September 14, 2026
Date of the employee communication from MiniMed’s CEO
Shareholder toll-free contact number
+1-877-361-7972
D.F. King & Co., Inc. information agent phone number for shareholders
Banks and brokers contact number
+1-646-845-0146
D.F. King & Co., Inc. contact for banks, brokers, and others outside the U.S.
Key Terms
exchange offer, Registration Statement on Form S-4, Prospectus, Schedule TO, +2 more
6 terms
exchange offer financial
"Medtronic launched an exchange offer to split off its remaining equity"
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.
Registration Statement on Form S-4 regulatory
"MiniMed has filed with the SEC a registration statement on Form S-4"
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.
Prospectus regulatory
"The exchange offer is made solely by the Prospectus"
A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.
Schedule TO regulatory
"Medtronic has filed with the SEC a Schedule TO, which contains important"
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.
transition service agreements financial
"We continue to execute under our transition service agreements with Medtronic"
forward-looking statements regulatory
"This communication contains forward-looking statements within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is Medtronic (MDT) announcing regarding its remaining stake in MiniMed?
Medtronic is launching an exchange offer that allows its shareholders to exchange Medtronic ordinary shares for MiniMed common stock. After completion of the exchange offer and related transactions, Medtronic will no longer hold an equity interest in MiniMed.
How will the exchange offer affect MiniMed’s status as a company?
After the exchange offer and related transactions are completed, MiniMed will operate as an independent public company focused on people living with diabetes and the technology that supports them, with Medtronic no longer retaining an ownership stake.
What financial performance of MiniMed is highlighted in this Medtronic (MDT) communication?
The message notes that MiniMed has reached $3 billion in annual revenue. It also states that MiniMed has launched new insulin delivery products and added thousands of new patients while maintaining delivery discipline during the separation process.
Does Medtronic (MDT) recommend that investors participate in the exchange offer?
No. The communication states that Medtronic, MiniMed, their directors and officers, and the dealer managers make no recommendation as to whether holders of Medtronic ordinary shares should participate in the exchange offer.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed by MiniMed Group, Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Medtronic plc
Commission File No.: 001-36820
CEO Employee Message
Date: September 14, 2026
Subject: An Independent MiniMed
From: RS Que Dallara
To: All Employees (day 1)
MiniMed Team,
Today, Medtronic launched an exchange offer to split off its remaining equity interest in MiniMed. Together with any related transactions, this is the final major step in our separation and our transition to operating as a fully independent company.
Through this offer, Medtronic shareholders, including MiniMed employees who hold Medtronic ordinary shares, can choose to exchange all, some, or none of their Medtronic ordinary shares for shares of MiniMed common stock.* Once this exchange offer is completed (including related transactions), Medtronic will no longer hold an equity stake in MiniMed. Following the exchange offer, we will operate as an independent company. Please refer to a separate communication, which will be shared later today, for more details about how you can participate if you hold Medtronic ordinary shares.
Since Medtronic announced its intent to separate our business just 18 months ago and our IPO earlier this year, we have delivered solid results. We crossed $3 billion in annual revenue. We launched MiniMed Flex and MiniMed Go, giving patients genuine choice in automated insulin delivery. We added thousands of new patients to the MiniMed community while maintaining rigorous delivery discipline.
For day-to-day operations, our work does not change. We continue to execute under our transition service agreements with Medtronic as we prepare for Day 2 — when we will also officially welcome the nearly 900 employees in Day 2 countries who have been part of this journey every step of the way as official MiniMed employees. We have spent the last 18 months building the standalone capabilities across systems, operations, and governance that make this moment feel like a natural step forward rather than a sudden shift. Reaching this milestone while keeping customer support and product supply uninterrupted reflects solid execution across the team.
Completing this separation establishes MiniMed as an independent public company dedicated entirely to people living with diabetes and the technology that supports them. We are so close to something truly special, and it is built on decades of pioneering innovation and the unwavering commitment of this team. Thank you for your continued focus, discipline, and being part of this journey.
Que
*Subject to the terms of the offer.
All external inquiries related to this matter must be forwarded to the following individuals: Ryan Weispfenning (investor inquiries); Ashley Patterson (media inquiries).
Forward Looking Statements
This communication 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 and MiniMed’s anticipated financial results, all other statements in this communication that are not historical facts, and other risks and uncertainties described in Medtronic’s and MiniMed’s periodic reports on file with Securities and Exchange Commission (the “SEC”) including their most recent respective Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, the Registration Statement referred to below, including the Prospectus forming a part thereof, the Schedule TO, and other exchange offer documents filed by Medtronic or MiniMed, as applicable, with the SEC. 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. MiniMed undertakes no obligation to update forward-looking statements or any of the information contained in this communication.
Additional Information and Where to Find It
This communication is for informational purposes only and is neither an offer to sell or exchange, a solicitation of an offer to buy or exchange any securities, nor 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 (“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).