Medtronic Announces Preliminary Results of MiniMed Group, Inc. Exchange Offer

Medtronic plc (Medtronic; NYSE: MDT) today announced that, based on preliminary results, its previously announced offer to exchange shares of common stock of MiniMed Group, Inc. (MiniMed; Nasdaq: MMED) for outstanding Medtronic ordinary shares was oversubscribed. The exchange offer expired at 12:00 midnight, New York City time, at the end of the day on October 9, 2026. Medtronic has decided to exchange all of its remaining interest in MiniMed, totaling 252,813,348 shares of MiniMed common stock. Under the terms of the exchange offer, 4.5939 shares of MiniMed common stock will be exchanged for each Medtronic ordinary share accepted in the exchange offer.According to the exchange agent, Equiniti Trust Company, LLC, 298,024,452 Medtronic ordinary shares were validly tendered and not validly withdrawn, including 93,311,404 shares that were tendered by notice of guaranteed delivery and 757,890 shares that tendered in aggregate by "odd-lot" shareholders (holders of fewer than 100 shares) not subject to proration (including odd-lot shareholders that tendered by notice of guaranteed delivery). Medtronic intends to accept 55,032,401 of the tendered shares in exchange for 252,813,348 shares of MiniMed common stock. Because the exchange offer was oversubscribed, Medtronic is accepting only a portion of its ordinary shares that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. Shareholders who owned odd-lots and have validly tendered all of their shares will not be subject to proration, in accordance with the terms of the exchange offer.Based on the total number of Medtronic ordinary shares reported to be tendered prior to the expiration of the exchange offer, it is estimated that approximately 18.3% of the tendered Medtronic ordinary shares will be exchanged, assuming all shares tendered by guaranteed delivery procedures are delivered under the terms of the exchange offer. This preliminary proration factor is subject to change based on the number of tendered shares that satisfy the guaranteed delivery procedures. Medtronic expects to announce the final proration factor on October 14, 2026, promptly following the expiration of the guaranteed delivery period. Medtronic ordinary shares tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form promptly after the final proration factor is announced. Following the completion of the exchange offer, Medtronic will not retain any of the outstanding shares of MiniMed common stock.Goldman Sachs & Co. LLC and BofA Securities, Inc. are the dealer managers for the exchange offer.

Medtronic Announces Preliminary Results of MiniMed Group, Inc. Exchange Offer

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