Medtronic Opens MiniMed Split-Off Exchange Offer With 7% Discount

Medtronic plc (MDT ) announced on September 14, 2026 that it has commenced an exchange offer to split off at least 80.1% of the shares of MiniMed Group, Inc. (MMED ), its former Diabetes business. Through the offer, Medtronic shareholders can exchange their ordinary shares for shares of MiniMed common stock, and Medtronic said the exchange is expected to be generally tax-free to Medtronic and participating shareholders for U.S. federal income tax purposes.

Under the offer’s terms, tendering shareholders will receive 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. If the upper limit is not in effect, tendering shareholders are expected to receive approximately US$107.53 of MiniMed common stock for every US$100 of Medtronic ordinary shares tendered.

Medtronic will determine the exchange prices by reference to the arithmetic average of the daily volume-weighted average prices of Medtronic ordinary shares on the NYSE and of MiniMed common stock on the Nasdaq during the three consecutive trading days ending on and including the second trading day preceding the expiration date. Those pricing days are expected to be October 5, 6 and 7, 2026, and the offer would expire on October 9, 2026, if it is not extended or terminated. The final exchange ratio, reflecting the number of MiniMed shares that tendering shareholders will receive for each Medtronic ordinary share accepted, will be announced by press release by 9:00 a.m. New York City time on the trading day immediately preceding expiration. To the extent feasible, Medtronic intends to announce the final ratio, and whether the upper limit is in effect, in the evening on the second trading day immediately preceding expiration. A daily indicative exchange ratio will be available beginning on the third trading day of the offer period at dfking.com/MDTSeparation.

Completion of the exchange offer is subject to certain conditions, including the issuance of at least 112,680,647 shares of MiniMed common stock in exchange for outstanding Medtronic ordinary shares validly tendered, and 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, approximately 90% of the total outstanding shares, and is offering to exchange up to 225,361,295 of those shares. If the offer is oversubscribed, Medtronic currently intends, without extending the offer period, to exchange an additional 27,452,053 shares of MiniMed common stock, an amount constituting all of its remaining interest in MiniMed. If the offer is consummated but not fully subscribed, Medtronic intends to divest the MiniMed shares it continues to beneficially own through a subsequent spin-off, split-off, debt-for-equity exchange, or any combination of those transactions. The exchange offer is voluntary, and no action is necessary for Medtronic shareholders who choose not to participate.

“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.” Martha said that as an independent company MiniMed will have the focus and flexibility to build on its momentum, while Medtronic further focuses capital allocation on its Cardiovascular, Neuroscience and Surgical portfolios.

The terms and conditions of the exchange offer are outlined in a registration statement on Form S-4 filed by MiniMed with the U.S. Securities and Exchange Commission and a tender offer statement on Schedule TO to be filed by Medtronic with the SEC the same day. The SEC’s EDGAR submissions record for MiniMed Group, Inc. lists a Form S-4 filed on September 14, 2026 under file number 333-298914. Goldman Sachs (GS ) & Co. LLC and BofA Securities, Inc. will serve as dealer managers for the exchange offer, and D.F. King & Co., Inc. serves as information agent. The exchange offer is made solely by the prospectus included in the registration statement, which Medtronic has delivered to holders of its ordinary shares.

MiniMed’s March 2026 IPO

MiniMed closed its initial public offering of 28,000,000 shares of common stock at a price to the public of $20.00 per share on March 9, 2026. The shares began trading on the Nasdaq Global Select Market on March 6, 2026 under the symbol MMED, with pricing announced on March 5, 2026. After deducting underwriting discounts, commissions and estimated offering expenses payable by MiniMed, net proceeds to MiniMed were approximately $538 million. MiniMed said it intends to use a portion of the net proceeds for general corporate purposes, with the remainder used to repay intercompany debt owed to Medtronic.

As of the IPO closing, Medtronic owned approximately 90.03% of MiniMed common stock, and Medtronic had previously stated that its preferred path to complete the separation was a split-off. MiniMed had granted the IPO underwriters a 30-day option to purchase up to 4,200,000 additional shares of common stock; according to the pricing announcement, Medtronic’s ownership was expected to be 88.70% if the underwriters exercised that over-allotment option in full. Goldman Sachs & Co. LLC, BofA Securities, Citigroup and Morgan Stanley (MS ) acted as active bookrunners for the offering, with Barclays, Deutsche Bank (DB ) Securities, Mizuho, Wells Fargo Securities, Evercore ISI and Piper Sandler as joint book running managers and BTIG and William Blair & Company, L.L.C. as co-managers.