MiniMed Group Inc美股招股说明书(2026-03-06版)

28,000,000 Shares MiniMed Group, Inc.Common Stock This is an initial public offering of shares of the common stock of MiniMed Group, Inc. We are offering 28,000,000 shares of our common stock. Prior to this offering, there has been no public market for shares of our common stock. The initial public offering price per share of our commonstock is $20.00 per share. Our common stock has been approved for listing on the Nasdaq Global Select Market (“Nasdaq”) under the symbol“MMED.” Upon completion of this offering, Medtronic will continue to own 90.03% of the voting power of our shares of common stock eligible to vote in theelection of our directors (or 88.70% if the underwriters exercise in full their option to purchase additional shares of our common stock from us to coverover-allotments). As a result, we will be a “controlled company” as defined under the corporate governance rules of Nasdaq. See “Management—Controlled Company Exemption.” Investing in shares of our common stock involves risks. See “Risk Factors” beginning on page44to read about factors you should considerbefore purchasing shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. (1)See “Underwriting” for a description of compensation to be paid to the underwriters. We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional 4,200,000 sharesof our common stock from us at the initial public offering price less the underwriting discounts and commissions to cover over-allotments. The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about March9, 2026. Barclays TABLE OF CONTENTS ABOUT THIS PROSPECTUSLETTER FROM THE CHIEF EXECUTIVE OFFICERPROSPECTUS SUMMARYTHE OFFERINGSUMMARY HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATAMARKET AND INDUSTRY DATARISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONTHE SEPARATION AND DIVESTMENT TRANSACTIONSUNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTSOFOPERATIONSBUSINESSMANAGEMENTEXECUTIVE AND DIRECTOR COMPENSATIONPRINCIPAL STOCKHOLDERCERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF CERTAIN INDEBTEDNESSSHARES ELIGIBLE FOR FUTURE SALEMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OFOURCOMMON STOCKUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINDEX TO FINANCIAL STATEMENTS Through and including the 25th day after the date of this prospectus, all dealers effecting transactions in these securities, whether or notparticipating in this offering, may be required to deliver a prospectus. This delivery is in addition to a dealer’s obligation to deliver aprospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Neither we nor any of the underwriters have authorized anyone to provide any information or to make any representations other than thosecontained in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus prepared by us or on our behalf. We andthe underwriters take no responsibility for, and cannot assure you as to the reliability of, any other information that others may give you. This prospectusis an offer to sell only the shares of our common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus orof any sale of shares of our common stock. Our business, results of operations, or financial condition may have changed since that date. Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in anyjurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of thisprospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution ofthis prospectus outside the United States. ABOUT THIS PROSPECTUS In connection with this offering, we (as defined below) will enter into a series of transactions with Medtronic pursuant to which Medtronic willtransfer the assets and liabilities of the Diabetes Operating Unit (as defined below) to us. As consideration for these assets, we will assume the liabilitiesassociated with the assets of the Diabetes Operating Unit and will issue to Medtronic shar