Medtronic Launches Exchange Offer to Spin Off MiniMed at a 7% Discount to Market Value

Medtronic launched a formal exchange offer on September 14, 2026, inviting shareholders to tender their Medtronic ordinary shares for up to 225,361,295 shares of MiniMed Group, Inc. common stock, representing approximately 80.1% of MiniMed's total outstanding shares as of September 3, 2026. The offer gives Medtronic shareholders $107 in MiniMed shares for every $100 of Medtronic shares tendered, a 7% discount to MiniMed's per-share market value, subject to an upper exchange limit. MiniMed simultaneously filed a Form S-4 registration statement in connection with the offer.

Medtronic first announced its intention to separate its Diabetes Operating Unit in May 2025, and MiniMed completed an initial public offering in March 2026, after which Medtronic retained approximately 89.86% of MiniMed's outstanding shares. The exchange offer is designed to complete the divestiture. If the offer is oversubscribed, Medtronic intends to accept additional tendered shares up to 2% of its total outstanding ordinary shares in exchange for the remaining MiniMed stake, which would amount to an additional 27,452,053 MiniMed shares and would result in Medtronic fully exiting its MiniMed position.

Following a full separation, MiniMed would operate as a fully independent publicly traded company, though certain commercial agreements between the two firms would remain in place and one or more Medtronic officers or directors are expected to continue serving on MiniMed's board. Medtronic shares outperformed peers on the day the offer was announced, reflecting positive investor reception to the clean separation of the diabetes business.