Medtronic Swaps Remaining MiniMed Stake to Finish Separation

Medtronic plc (MDT ) announced on October 15, 2026 that it has completed the separation of MiniMed Group, Inc. (MMED ), after exchanging its entire remaining stake in the company through an oversubscribed split-off exchange offer. Medtronic said it elected to exchange all of its remaining interest in MiniMed, totaling 252,813,348 shares of MiniMed common stock, for outstanding Medtronic ordinary shares in an offer that was 5.4 times subscribed. MiniMed’s shares trade on Nasdaq under the symbol MMED, while Medtronic ordinary shares trade on the NYSE under the symbol MDT.

“I’m incredibly proud of what MiniMed and Medtronic have accomplished together and the meaningful difference we’ve made in the lives of people with diabetes,” said Geoff Martha, Medtronic’s chairman and chief executive officer. Martha said the separation marks an important milestone for both companies as each moves forward with a clear strategic focus, and that for Medtronic that means putting the full weight of the organization behind advancing innovation and fueling growth across its Cardiovascular, Neuroscience and Surgical portfolios.

Final Exchange Offer Results

The exchange offer and withdrawal rights expired at 12:00 midnight, New York City time, at the end of the day on October 9, 2026. Medtronic reported the final results on October 14, 2026: the offer was oversubscribed, and the company exchanged its remaining 252,813,348 MiniMed shares for 55,032,401 Medtronic ordinary shares. Following completion, Medtronic will not retain any of the outstanding shares of MiniMed common stock.

Because the exchange offer was oversubscribed, Medtronic accepted only a portion of its ordinary shares that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. A final proration factor of 18.289133% was applied to all other validly tendered Medtronic ordinary shares to determine the number of shares accepted. Shareholders who owned fewer than 100 Medtronic ordinary shares, an “odd-lot,” and who validly tendered all of their shares were not subject to proration; all shares validly tendered by eligible odd-lot shareholders were accepted.

Based on the final count by the exchange agent, Equiniti Trust Company, LLC, 297,521,390 Medtronic ordinary shares were validly tendered and not validly withdrawn. Of that total, 296,763,500 tendered shares were subject to proration and 757,890 were odd-lot shares not subject to proration, while 55,032,401 shares were accepted for exchange.

Under the final exchange ratio, Medtronic delivered 4.5939 shares of MiniMed common stock for each Medtronic ordinary share accepted. Medtronic had set the ratio at that 4.5939 upper limit on October 7, 2026, stating that the final calculated per-share values determined under the prospectus would have produced a higher ratio. The ratio was determined by a formula described in a registration statement on Form S-4 (Reg No. 333-298914) filed by MiniMed with the U.S. Securities and Exchange Commission.

Goldman Sachs (GS ) & Co. LLC and BofA Securities, Inc. served as dealer managers for the exchange offer. The exchange agent will promptly credit newly issued shares of MiniMed common stock in book-entry form to accounts maintained by the MiniMed transfer agent for tendering shareholders whose Medtronic ordinary shares were accepted. Checks in lieu of fractional shares of MiniMed common stock will be delivered after the exchange agent has aggregated all fractional shares and sold them in the open market. Medtronic ordinary shares tendered but not accepted for exchange will be returned to tendering shareholders in book-entry form promptly.

Path From IPO to Full Separation

MiniMed, formerly Medtronic’s Diabetes business, completed its initial public offering in March 2026, with Medtronic retaining an approximately 90% ownership interest of 252,813,348 shares of MiniMed common stock. Medtronic commenced the exchange offer on September 14, 2026 to split off at least 80.1% of MiniMed’s shares, allowing Medtronic shareholders to exchange ordinary shares for MiniMed common stock at a 7% discount, subject to the 4.5939 upper limit. Completion was conditioned on at least 112,680,647 MiniMed shares being issued in the exchange and on receipt of an opinion of counsel that the transaction would qualify as generally tax-free to Medtronic and participating shareholders for U.S. federal income tax purposes, except with respect to cash received in lieu of fractional shares. Medtronic offered to exchange up to 225,361,295 MiniMed shares and said that, if the offer was oversubscribed, it intended, without extending the offer period, to exchange an additional 27,452,053 shares constituting all of its remaining interest. The exchange offer was voluntary for Medtronic shareholders, and D.F. King & Co., Inc. served as information agent.