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Published on 1/10/2005 in the Prospect News Convertibles Daily.

Medtronic extends exchange for 1.25% convertibles

New York, Jan. 10 - Medtronic Inc. said it extended its exchange offer for its 1.25% series B contingent convertible debentures due 2021.

The offer will now expire at 5 p.m. ET on Jan. 21 instead of midnight ET on Jan. 12.

As of 5 p.m. ET on Jan. 7, holders had tendered $235.141 million, or 11.9%, of the convertibles.

Medtronic said the extension is to allow more time for holders to tender.

As announced on Dec. 14, the company is offering new convertibles with similar terms, except for the following features:

* Net share settlement. All conversions will be paid in cash up to the principal amount and stock for any remaining value;

* Puts will be payable in cash only instead of cash, stock or a combination;

* Repurchases on a change of control will be payable in cash only instead of cash, stock or a combination.

Medtronic will pay an exchange fee of $2.50 per $1,000 principal amount.

The Minneapolis medical technology company currently has $1.973 billion principal amount of the convertibles outstanding.

Wells Fargo Bank NA is exchange agent, Deutsche Bank Securities Inc. is the financial adviser and Global Bondholder Services Corp. is information agent (banks and brokers call 212 430-3774; others call 866 470-4300).


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