Medtronic recommends rejection of below-market mini-tender offer by TRC Capital Investment Corporation

Rhea-AI Summary

On January 25, 2023, Medtronic plc (NYSE:MDT) announced that it opposes an unsolicited mini-tender offer from TRC Capital Investment Corporation. TRC aims to purchase up to 1,500,000 Medtronic shares at $77.25 each, which is 4.5% lower than Medtronic's last closing price of $80.91 on January 20, 2023.

Medtronic strongly advises shareholders not to tender their shares, highlighting the risks of accepting below-market offers. The mini-tender process allows TRC to bypass many SEC requirements. The offer is set to expire on February 22, 2023.

Positive

• None.

Negative

• TRC's offer is significantly below the current market price, potentially misleading shareholders.
• The unsolicited nature of the offer could create uncertainty around Medtronic's stock.

DUBLIN, Jan. 25, 2023 /PRNewswire/ -- Medtronic plc (NYSE:MDT) recently became aware that TRC Capital Investment Corporation (TRC) has made an unsolicited mini-tender offer to purchase up to 1,500,000 Medtronic ordinary shares, representing approximately 0.1% of the company's outstanding ordinary shares. TRC's offer price of $77.25 per share in cash is approximately 4.5% lower than the $80.91 closing price of Medtronic ordinary shares on January 20, 2023, the last closing price prior to commencement of the offer.

Medtronic does not recommend or endorse TRC's unsolicited below-market mini-tender offer. Further, because the offer is at a price significantly below the current market price of Medtronic ordinary shares, Medtronic recommends that shareholders not tender their shares. Medtronic is not affiliated or associated with TRC, its mini-tender offer, or the mini-tender offer documentation.

Medtronic urges shareholders to obtain current market quotations for their shares, to consult with their broker or financial advisor, and to exercise caution with respect to TRC's mini-tender offer. Medtronic recommends that shareholders who have not responded to TRC's offer take no action. Medtronic also recommends that shareholders who have already tendered their shares withdraw those shares in accordance with TRC's offering documents prior to the expiration of the offer. The offer is currently scheduled to expire at 12:01 a.m. New York City time on Wednesday, February 22, 2023, unless the offer is extended or earlier terminated.

TRC has made similar below-market mini-tender offers for other companies' shares. Mini-tender offers are devised to seek less than 5% of a company's stock, thereby avoiding many filing, disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC).

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm.

Medtronic encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm. Medtronic requests that a copy of this press release be included with all distributions of materials relating to TRC's mini-tender offer related to Medtronic ordinary shares.

About Medtronic
Bold thinking. Bolder actions. We are Medtronic. Medtronic plc, headquartered in Dublin, Ireland, is the leading global healthcare technology company that boldly attacks the most challenging health problems facing humanity by searching out and finding solutions. Our Mission — to alleviate pain, restore health, and extend life — unites a global team of 95,000+ passionate people across 150 countries. Our technologies and therapies treat 70 health conditions and include cardiac devices, surgical robotics, insulin pumps, surgical tools, patient monitoring systems, and more. Powered by our diverse knowledge, insatiable curiosity, and desire to help all those who need it, we deliver innovative technologies that transform the lives of two people every second, every hour, every day. Expect more from us as we empower insight-driven care, experiences that put people first, and better outcomes for our world. In everything we do, we are engineering the extraordinary. For more information on Medtronic (NYSE:MDT), visit www.Medtronic.com and follow @Medtronic on Twitter and LinkedIn.

Any forward-looking statements are subject to risks and uncertainties such as those described in Medtronic's periodic reports on file with the Securities and Exchange Commission. Actual results may differ materially from anticipated results.

Contacts:
Erika Winkels	Ryan Weispfenning
Public Relations	Investor Relations
+1-763-526-8478	+1-763-505-4626

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SOURCE Medtronic plc

FAQ

What is TRC's mini-tender offer for Medtronic shares?

TRC Capital is offering to purchase up to 1,500,000 Medtronic shares at $77.25 each, which is 4.5% lower than the market price.

What date does TRC's mini-tender offer for Medtronic expire?

The mini-tender offer is scheduled to expire at 12:01 a.m. New York City time on February 22, 2023.

What has Medtronic recommended regarding TRC's mini-tender offer?

Medtronic advises shareholders not to tender their shares and to withdraw any shares that have already been tendered.

Why is Medtronic opposing TRC's mini-tender offer?

Medtronic opposes the offer because it is below the market price and does not recommend accepting such unsolicited offers.

How does TRC's mini-tender offer relate to SEC regulations?

Mini-tender offers like TRC's seek less than 5% of a company's stock, allowing them to avoid many SEC filing and disclosure requirements.