Medtronic plc - Предложение об обмене

АО "ФИНАМ" сообщает, что поступила информация от НРД НКО АО о корпоративном действии «Предложение об обмене»

Обновление от 12.10.2026:

Обновлена ставка начисления для вариантов КД 001 и 002.
Обращаем внимание, что в настоящий момент существуют ограничения при участии в корпоративных действиях по иностранным ценным бумагам. Дата и время окончания приема инструкций по корпоративному действию являются техническими.

NOTE/NO LEGAL DOCUMENTATION TO BECOMPLETED

--------------- EVENT DETAILS -------------------
UPDATE 09/10/2026: PROCEED RATIO HAS BEEN ANNOUNCED
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END OF UPDATE
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UPDATE 01/10/2026: CLARIFICATION REGARDING OPTION 2
.
MEDTRONIC SHAREHOLDERS WHO BENEFICIALLY OWN ODD-LOTS (LESS THAN
100 SHARES) OF MEDTRONIC ORDINARY SHARES AND WHO VALIDLY TENDER
ALL OF THEIR SHARES WILL NOT BE SUBJECT TO PRORATION
.
END OF UPDATE
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AGENT CONTACT : D.F. KING AND CO., INC
. SHAREHOLDERS CALL: (877) 361-7972
. BANKS, BROKERS, AND
. ALL OTHERS OUTSIDE THE UNITED STATES CALL: (64 6) 845-0146
. EMAIL: MINIMED (AT) DFKING .COM
.
MEDTRONIC PLC, AN IRISH PUBLIC LIMITED COMPANY, IS OFFERING TO
EXCHANGE UP TO AN AGGREGATE OF 225,361,295 NEWLY ISSUED SHARES OF
COMMON STOCK, PAR VALUE USD 0.01 PER SHARE, OF MINIMED GROUP,
INC., A DELAWARE CORPORATION, FOR OUTSTANDING ORDINARY SHARES,
PAR VALUE USD 0.0001 PER SHARE, OF MEDTRONIC THAT ARE VALIDLY
TENDERED AND NOT VALIDLY WITHDRAWN
.
IN ADDITION, IF THE EXCHANGE OFFER IS OVERSUBSCRIBED, MEDTRONIC
MAY, WITHOUT EXTENDING THE EXCHANGE OFFER PERIOD, DECIDE TO
ACCEPT AN ADDITIONAL NUMBER OF MEDTRONIC ORDINARY SHARES THAT ARE
VALIDLY TENDERED AND NOT VALIDLY WITHDRAWN NOT TO EXCEED TWO
PERCENT OF THE TOTAL OUTSTANDING MEDTRONIC ORDINARY SHARES. IF
THE EXCHANGE OFFER IS OVERSUBSCRIBED, MEDTRONIC CURRENTLY INTENDS
TO ACCEPT AN ADDITIONAL NUMBER OF MEDTRONIC ORDINARY SHARES NOT
TO EXCEED THE DEMINIMIS INCREASE AMOUNT CONSTITUTING ALL OF
MEDTRONICS REMAINING INTEREST IN MINIMED.
.
THIS EXCHANGE OFFER IS INTENDED TO PERMIT TO EXCHANGE MEDTRONIC
ORDINARY SHARES FOR SHARES OF MINIMED COMMON STOCK AT A 7 PERCENT
DISCOUNT PER SHARE MARKET VALUE OF MINIMED COMMON STOCK THROUGH
AN EXCHANGE RATIO CALCULATED AS SET FORTH IN THE PROSPECTUS,
SUBJECT TO THE UPPER LIMIT DESCRIBED BELOW.
.
FOR EACH USD 100 OF MEDTRONIC ORDINARY SHARES ACCEPTED IN THIS
EXCHANGE OFFER, YOU WILL RECEIVE APPROXIMATELY USD 107.53 OF
MINIMED COMMON STOCK, SUBJECT TO AN UPPER LIMIT OF 4.5939 SHARES
OF MINIMED COMMON STOCK PER MEDTRONIC ORDINARY SHARE.
.
THE VALUE OF THE MEDTRONIC ORDINARY SHARES AND THE MINIMED COMMON
STOCK WILL BE DETERMINED BY REFERENCE TO THE SIMPLE ARITHMETIC
AVERAGE OF THE DAILY VOLUME WEIGHTED AVERAGE PRICES OF MEDTRONIC
ORDINARY SHARES ON THE NEW YORK STOCK EXCHANGE AND MINIMED COMMON
STOCK ON THE NASDAQ GLOBAL SELECT MARKET DURING THE THREE
CONSECUTIVE TRADING DAYS ENDING ON AND INCLUDING THE SECOND
TRADING DAY PRECEDING THE EXPIRATION DATE OF THE EXCHANGE OFFER,
WHICH, IF THE EXCHANGE OFFER IS NOT EXTENDED OR TERMINATED, WOULD
BE 05, 06, AND 07/10/2026. THE EXCHANGE RATIO WILL VALUE
MEDTRONIC ORDINARY SHARES AT 100PCT OF T HE AVERAGE MDT PRICE AND
WILL VALUE MINIMED COMMON STOCK AT 93PCT OF THE AVERAGE MMED
PRICE. THEREFORE, THE EXCHANGE RATIO WILL OFFER MINIMED COMMON
STOCK AT A DISCOUNT FROM THE MARKET VALUE REFLECTED IN THE
AVERAGE MMED PRICE.
.
THE FINAL EXCHANGE RATIO, INCLUDING WHETHER THE UPPER LIMIT ON
THE NUMBER OF SHARES OF MINIMED COMMON STOCK THAT CAN BE RECEIVED
FOR EACH MEDTRONIC ORDINARY SHARE TENDERED IS IN EFFECT, WILL BE
ANNOUNCED ON THE TRADING DAY IMMEDIATELY PRECEDING THE EXPIRATION
DATE OF THE EXCHANGE OFFER
.
HOLDERS ARE ADVISED TO OBTAIN THE MATERIALS FOR MORE DETAILS.
.
.
THIS CORPORATE ACTION NOTIFICATION DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY
ANYONE IN ANY JURISDICTION.
IT IS NOT, AND SHOULD NOT BE CONSTRUED OR TREATED AS, INVESTMENT
OR FINANCIAL ADVICE. IN PROVIDING THIS INFORMATION, EUROCLEAR
BANK IS NOT ACTING AS AGENT OF THE ISSUER.
BY SENDING AN INSTRUCTION TO EUROCLEAR BANK, YOU CONFIRM THAT YOU
(AND ANY BENEFICIAL OWNER(S) FOR WHOM YOU ACT) COMPLY WITH THE
TERMS AND CONDITIONS OF THE CORPORATE EVENT AND COMPLY WITH
APPLICABLE LOCAL LAWS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED
TO HOLDING AND TRANSFER RESTRICTIONS.
IF HOLDING AND TRANSFER RESTRICTIONS WOULD PROHIBIT YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) TO HOLD THE PROCEEDS OF A
CORPORATE EVENT IN YOUR ACCOUNT IN EUROCLEAR BANK, YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) MUST ENSURE TO SEND AN
INSTRUCTION TO ALLOW THE TRANSFER OF THESE PROCEEDS TO AN ACCOUNT
OUTSIDE THE EUROCLEAR SYSTEM.
.