Medtronic sets exchange ratio at 4.5939 for MiniMed split-off

Medtronic plc announced on October 7, 2026, the final exchange ratio for its split-off offer of MiniMed Group, Inc. The ratio has been fixed at the upper limit of 4.5939 shares of MiniMed common stock for each Medtronic ordinary share validly tendered and accepted. The calculated per-share values of both companies would have resulted in a higher ratio, triggering the cap described in the transaction prospectus.

Under the baseline terms, Medtronic is offering up to 225,361,295 shares of MiniMed common stock. If the offer is oversubscribed, Medtronic intends to exchange all of its remaining stake in MiniMed, representing an additional 27,452,053 shares, without extending the tender window.

Based on the capped ratio, Medtronic would retire approximately 49,056,639 ordinary shares under the initial share count. If the company accepts all remaining MiniMed shares, that total will increase to approximately 55,032,401 ordinary shares. Because of potential oversubscription, tenders will be subject to proration, meaning shareholders could receive fewer MiniMed shares than requested.

The offer and withdrawal rights are scheduled to expire at 12:00 midnight New York City time at the end of the day on October 9, 2026, unless extended or terminated. Goldman Sachs & Co. LLC and BofA Securities, Inc. serve as dealer managers for the exchange offer.