Medtronic launches exchange offer for MiniMed separation

Medtronic commenced an exchange offer on 14 September 2026 to split off at least 80.1% of MiniMed Group. MiniMed was formerly Medtronic's diabetes business and completed an initial public offering in March 2026. Medtronic currently owns 252,813,348 shares of MiniMed, which represents approximately 90% of its common stock.

The voluntary offer allows Medtronic shareholders to exchange ordinary shares for MiniMed common stock at a 7% discount. Tendering investors are expected to receive approximately $107.53 of MiniMed common stock for every $100 of Medtronic shares, subject to an upper limit of 4.5939 MiniMed shares per Medtronic share. The transaction is expected to be generally tax-free for U.S. federal income tax purposes.

Medtronic is offering to exchange up to 225,361,295 MiniMed shares. If the offer is oversubscribed, it plans to distribute its remaining 27,452,053 shares. The completion requires at least 112,680,647 MiniMed shares to be issued. The pricing will be based on the arithmetic average of daily volume-weighted average prices across 5, 6, and 7 October 2026, with the offer scheduled to expire on 9 October 2026.

Geoff Martha, Chairman and CEO of Medtronic, stated that the separation allows the company to focus its capital allocation on its cardiovascular, neuroscience, and surgical portfolios. Goldman Sachs & Co. LLC and BofA Securities, Inc. are serving as dealer managers for the transaction.