Medtronic completed its stock exchange offer of MDT shares for shares of MiniMed on October 15, 2026. MDT shareholders received 4.5939 shares of MMED stock for each MDT share exchanged. The offer was over-subscribed so MDT shareholders who accepted the exchange offer did not have all shares offered for exchange accepted for exchange. A proration factor was used to determine the shares accepted for exchange. The proration factor reported by Medtronic was 18.2891%. This factor was applied to all tendered MDT shares with one exception. The exception was shareholders owning less than 100 MDT shares who tendered all their MDT shares. In this case, all tendered shares were accepted for exchange. An example of the exception: you offered all 50 shares owned for exchange. You would not be subject to proration and all 50 shares would be exchanged for 50 x 4.5939 = 229.695 MMED shares.
An example of proration: you offered 200 shares for exchange, only 0.182891 x 200 = 36.5782 would be exchanged. This would likely be rounded to 36 or 37 shares.
The Form S-4 SEC filing for this merger can be found through the SEC EDGAR web site at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0002062583/000162828026061669/mdt-20260914.htm
The companies received an opinion that the exchange would be a non-taxable event, if carried out as planned. We will assume they are successful in meeting the requirements and will treat this exchange as a non-taxable event. The information below is based on the information available from form S-4 filed with the SEC by MiniMed. Price information is from websites offering historical prices.
For any MDT shareholders who tendered all MDT shares and had all accepted for exchange, this transaction can be treated as a merger. For all other MDT shareholders who had only a portion of their MDT shares exchanged, at least 2 transactions will be needed to enter this corporate reorganization, a spinoff followed by a reverse stock split.
NOTE: The companies state they will endeavor to satisfy the conditions necessary to make this transaction non-taxable. However, there is the possibility the IRS will disagree that the companies met the requirements. These instructions assume the companies succeed in their efforts. New instructions will be written, if and when it becomes known the merger should be treated as a taxable event.
Special Case:
For MDT shareholders who had all MDT shares owned accepted for exchange.
The Merger Entry Go to Accounting > Securities > Record merger of securities in myICLUB. If you are unfamiliar with merger transactions you can get help at this URL: https://www.myiclub.com/faq/article.aspx?id=52
Here is the information needed for Medtronic shareholders to complete the merger.
Step 1
Step 2
Save the transaction and the merger has been entered.
For MDT shareholders who offered some of their MDT shares for exchange and were subject to proration:
The Spinoff Entry
Go to Accounting > Securities > Record spinoff of securities in myICLUB.com. If you are unfamiliar with spinoff transactions you can get help at this URL: https://www.myiclub.com/faq/article.aspx?id=54
Here is the information you need to complete the spinoff.
Step 1
Step 2
The Stock split Entry
Go to Accounting > Securities > Record stock split in myICLUB.com.
Make this entry after the spinoff transaction described above !
Here is the information you need to complete the stock split.
Step 1
Step 2
NOTE:
If you did not receive cash-in-lieu for MMED shares in the spinoff transaction in a timely manner and the cash appears in a later statement, treat that as a sale of the fractional shares of MMED for the cash received.