Galway – October 07, 2026 -- Medtronic plc has fixed the final exchange ratio for its split-off of MiniMed Group, Inc. at 4.5939 shares of MiniMed common stock for every Medtronic ordinary share tendered and accepted.
Medtronic caps the swap at the upper limit after shares priced above range
The company said the calculated per-share values of both Medtronic ordinary shares and MiniMed common stock, determined under the method set out in MiniMed's SEC-filed Prospectus, would have produced a ratio exceeding the deal's upper limit of 4.5939. Medtronic therefore locked the ratio at that ceiling, the maximum allowed under the offer's terms.
Up to 252.8 million MiniMed shares are in play
Medtronic is offering to exchange as many as 225,361,295 MiniMed shares through the exchange offer. If the offer is oversubscribed, Medtronic intends to additionally exchange its remaining 27,452,053 MiniMed shares without extending the offer period, bringing the total to 252,813,348 shares.
Proration could limit shareholder participation
Based on the 4.5939 ratio, Medtronic would accept roughly 55,032,401 of its own ordinary shares if it exchanges its full remaining MiniMed stake, or approximately 49,056,639 shares if it does not increase the accepted amount. Because the offer is subject to proration if oversubscribed, the number of Medtronic shares actually accepted may fall short of what shareholders tender.
Offer closes October 9
The exchange offer and associated withdrawal rights expire at midnight New York time on October 9, 2026, unless extended or terminated. Goldman Sachs & Co. LLC and BofA Securities, Inc. are serving as dealer managers, while D.F. King & Co., Inc. is acting as information agent for the transaction.