Medtronic in Split-Off of MiniMed

Cleary Gottlieb represented Medtronic plc (Medtronic) and MiniMed Group Inc. (MiniMed) in Medtronic’s offer to exchange up to 252.81 million shares of MiniMed common stock (approximately 90% of the total outstanding shares of MiniMed common stock) for outstanding Medtronic ordinary shares.

The exchange offer expired on October 9, 2026, and the separation was completed on October 15, 2026. The exchange offer was oversubscribed, and Medtronic accepted 55.03 million Medtronic ordinary shares in exchange for the 252.81 million shares of MiniMed common stock. The separation of MiniMed from Medtronic marks the largest medtech split-off of all time.

Goldman Sachs & Co. LLC and BofA Securities Inc. served as dealer managers for the exchange offer.

Cleary represented Medtronic and MiniMed in MiniMed’s $560 million initial public offering and separation from Medtronic, which was completed in March 2026. Following the IPO, Medtronic retained an approximately 90% equity interest in MiniMed, which was exchanged in the exchange offer.

Medtronic is the leading global healthcare technology company, with a team of more than 95,000 people across more than 150 countries. Medtronic’s technologies and therapies treat 70 health conditions and include cardiac devices, surgical robotics, surgical tools, patient monitoring systems, and more.

MiniMed is a global leader in insulin delivery, constantly advancing therapies that support people with diabetes in more than 80 countries. MiniMed’s integrated ecosystem, including its insulin delivery systems, continuous glucose monitors, algorithms and easy-to-use app experience, is designed to work seamlessly together, supported by white-glove, wrap-around service.

The Cleary team was led by partners Adam Fleisher, Synne Chapman, and Kim Spoerri, and associates Jonathan Povilonis, Jinhyun Kwon, and Julian Vleeschhouwer. Partners Julia Petty and Liz Dyer and associates Emily Barry, Jisoo Park, and Wil Steebs advised on executive compensation and employee benefits matters. Partners Jason Factor and Swift Edgar and associate Sharon Wang advised on U.S. tax matters. Partner Amy Shapiro and associates Elise Toscano and Andy Xie advised on debt finance matters. Partner Marcela Robledo and associate Samantha Simmons advised on intellectual property and data privacy matters. Partner Beau Sterling and associate Madison Bush advised on environmental matters. Partners Chase Kaniecki and Samuel Chang, senior attorney Andres Saenz, and associate Ryan Brown advised on regulatory matters. Partner Amber Phillips and associates Andrew Lindsay and Nicholas Gekakis advised on Investment Company Act matters.