Medtronic's MiniMed Exchange Ratio Lands At The 4.5939 Cap, With The Offer Expiring At Midnight Friday
Medtronic's calculated values would have produced a ratio above the upper limit, so the offer's terms were set at the cap.
Medtronic set the final exchange ratio for its MiniMed split-off at 4.5939 MiniMed shares for each Medtronic ordinary share accepted, the upper limit of the permitted range, according to a Form 425 filing. The offer expires at 12:00 midnight New York City time at the end of Friday, October 9, unless Medtronic extends or terminates it.
What the filing says
The announcement is dated October 7, and the filing is dated Thursday. Medtronic said the final per-share values of its own shares and of MiniMed stock, calculated as the prospectus describes, would have produced a ratio above 4.5939. The ratio was therefore set at the cap.
Medtronic is offering up to 225,361,295 MiniMed shares for Medtronic ordinary shares. If the offer is oversubscribed, the company currently intends to exchange all its remaining MiniMed interest, an additional 27,452,053 shares, without extending the offer period.
At the final ratio, an oversubscribed offer would mean Medtronic accepts about 55,032,401 ordinary shares if it exchanges its full remaining stake. It would accept about 49,056,639 if it does not raise the number of shares to be accepted.
What it changes for tendering holders
Because proration applies if the offer is oversubscribed, Medtronic may accept fewer shares than a holder tenders. Tendered shares can be withdrawn until the same Friday deadline.
The company says it seeks to separate MiniMed on a basis generally tax-free to shareholders for U.S. federal income tax purposes. Goldman Sachs and BofA Securities are the dealer managers, and D.F. King is the information agent. The filing says neither company, its officers nor the dealer managers recommend whether to participate.
Medtronic shares closed at $85.51 on Wednesday, down 1.81% from the prior session (market data).
What to watch
Results, including whether the offer was oversubscribed and prorated, should follow the Friday midnight expiration unless Medtronic extends or terminates the offer.
The deadline is 12:00 midnight New York City time at the end of Friday, October 9.
