ST.
PAUL, Minn., Aug. 4, 2022
/PRNewswire/ -- 3M Company
("3M") (NYSE: MMM) announced today
the commencement of an exchange offer to effect the separation of
its food safety business (the "Food Safety Business"), in
furtherance of the previously announced Reverse Morris Trust
transaction with Neogen Corporation ("Neogen") (NASDAQ: NEOG)
through the merger of Garden SpinCo Corporation ("SpinCo"),
currently a wholly-owned subsidiary of 3M formed to hold the Food Safety Business, with
a subsidiary of Neogen (the "Merger").
Key elements of the exchange offer include:
- 3M stockholders have the option
to exchange some, all or none of their shares of 3M common stock for shares of common stock of
SpinCo, subject to proration as described below. Shares of SpinCo
common stock will convert automatically into the right to receive
shares of Neogen common stock at the closing of the Merger, which
is expected to occur promptly after completion of the exchange
offer.
- Tendering 3M stockholders are
expected to receive approximately $107.53 of Neogen common stock for every
$100.00 of shares of 3M common stock tendered and accepted in the
exchange offer, subject to the upper limit described below.
- 3M will determine the prices at
which shares of 3M common stock and
shares of SpinCo common stock (and ultimately shares of Neogen
common stock) will be exchanged by reference to the simple
arithmetic average of the daily volume-weighted average prices of
shares of 3M common stock on the New
York Stock Exchange and shares of Neogen common stock on the Nasdaq
Global Select Market on each of the last three full trading days
ending on and including the second full trading day prior to the
expiration date of the exchange offer (which are currently expected
to be August 25, August 26 and August 29,
2022).
- 3M currently expects that
approximately 108.3 million shares of SpinCo common stock will be
available in the exchange offer, with the final number dependent on
the number of outstanding shares of Neogen common stock outstanding
immediately prior to the closing of the Merger. The number of
shares of 3M common stock that will
be accepted in the exchange offer will depend on the final exchange
ratio, the number of shares of SpinCo common stock offered and the
number of shares of 3M common stock
tendered. Based on recent trading prices of shares of
3M common stock and Neogen common
stock, and assuming the issuance of 108.3 million shares of SpinCo
common stock, if the exchange offer were fully subscribed,
approximately 15.7 million shares of 3M common stock would be accepted for exchange in
the exchange offer.
- The exchange offer and withdrawal rights are scheduled to
expire at 11:59 p.m., New York City time, on August 31, 2022, unless the exchange offer is
extended or terminated.
The exchange offer is designed to permit 3M stockholders to exchange all or a portion of
their shares of 3M common stock for
shares of SpinCo common stock (which will convert into shares of
Neogen common stock) at a discount of 7% to the per-share value of
Neogen common stock, subject to an upper limit of 7.3515 shares of
SpinCo common stock per share of 3M
common stock.
Shares of SpinCo common stock will not be transferred to
participants in the exchange offer. Promptly following the
consummation of the exchange offer, a subsidiary of Neogen will be
merged with and into SpinCo and SpinCo will become a wholly-owned
subsidiary of Neogen. As a result of the Merger, each share of
SpinCo common stock (except for certain excluded shares) will be
converted into one share of Neogen common stock. No separate
trading market currently exists or will exist for shares of SpinCo
common stock.
The aggregate number of shares of Neogen common stock to be
issued in the proposed transaction by Neogen will result in holders
of shares of SpinCo common stock prior to the consummation of the
proposed transaction collectively owning approximately 50.1% of the
outstanding shares of Neogen common stock and holders of Neogen
common stock prior to the consummation of the proposed transaction
owning approximately 49.9% of the outstanding shares.
3M will announce the final
exchange ratio used to determine the number of shares of SpinCo
common stock that 3M stockholders
participating in the exchange offer will receive for each share of
3M common stock accepted for
exchange, as well as whether the upper limit will be in effect,
through www.3mneogenexchange.com and by press release, no later
than 11:59 p.m., New York City time, on the second full trading
day prior to the expiration date of the exchange offer (currently
expected to be August 29, 2022,
unless the exchange offer is terminated or extended).
The exchange offer will expire at 11:59
p.m., New York City time,
on August 31, 2022, unless terminated
or extended, and the closing of the merger of the Neogen subsidiary
with and into SpinCo is expected to occur promptly following the
consummation of the exchange offer. The transactions are subject to
customary closing conditions, including Neogen shareholder
approval. Neogen has scheduled a special meeting of shareholders to
be held on August 17, 2022 to approve
the issuance of shares of Neogen common stock in the proposed
transaction and certain other transaction-related proposals. The
number of outstanding shares of 3M
common stock will be reduced as a result of the exchange offer if
the exchange offer is consummated.
The exchange offer will be subject to proration if the exchange
offer is oversubscribed, and the number of shares of 3M common stock accepted in the exchange offer
may be fewer than the number of shares of 3M common stock tendered.
If the exchange offer is consummated but is not fully
subscribed, 3M will distribute the
remaining shares of SpinCo Common Stock owned by 3M on a pro rata basis to 3M stockholders whose shares of 3M Common Stock remain outstanding after
completion of the exchange offer, with a record date expected to be
the close of business on August 31,
2022.
If the exchange offer is terminated by 3M without the exchange of shares (but the
conditions to consummation of the proposed transaction have
otherwise been satisfied), 3M intends
to distribute all shares of SpinCo common stock owned by
3M on a pro rata basis to holders of
shares of 3M common stock, with a
record date to be announced by 3M.
For more information about the exchange offer, please contact
the information agent, Georgeson LLC, at 1290 Avenue of the
Americas, 9th Floor, New York,
NY 10104 or at the telephone number 888-607-6511 (toll-free
in the United States).
About 3M
3M (NYSE: MMM) believes science helps create a
brighter world for everyone. By unlocking the power of people,
ideas and science to reimagine what's possible, our
global team uniquely addresses the opportunities and
challenges of our customers, communities, and planet. Learn
how we're working to improve lives and make what's
next at 3M.com/news or
on Twitter at @3M or @3MNews.
3M Media
Contact:
Tim Post
tpost3@mmm.com
3M Investor
Contact:
Bruce Jermeland
(651) 733-1807
Diane Farrow
(612) 202-2449
Cautionary Notes on Forward-Looking Statements
This release includes "forward-looking statements" as that term
is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended by the Private Securities Litigation Reform Act of 1995,
including statements regarding the proposed transaction between
Neogen, 3M and SpinCo. These
forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate,"
"forecast," "outlook," "target," "endeavor," "seek," "predict,"
"intend," "strategy," "plan," "may," "could," "should," "will,"
"would," "will be," "will continue," "will likely result," or the
negative thereof or variations thereon or similar terminology
generally intended to identify forward-looking statements. All
statements, other than historical facts, including, but not limited
to, statements regarding the expected timing and structure of the
proposed transaction, the ability of the parties to complete the
proposed transaction, the expected benefits of the proposed
transaction, including future financial and operating results and
strategic benefits, the tax consequences of the proposed
transaction, and the combined Neogen-SpinCo company's plans,
objectives, expectations and intentions, legal, economic and
regulatory conditions, and any assumptions underlying any of the
foregoing, are forward-looking statements.
These forward-looking statements are based on Neogen and 3M's
current expectations and are subject to risks and uncertainties,
which may cause actual results to differ materially from Neogen and
3M's current expectations. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. The inclusion of
such statements should not be regarded as a representation that
such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from
such plans, estimates or expectations include, among others, (1)
that one or more closing conditions to the proposed transaction may
not be satisfied or waived, on a timely basis or otherwise,
including that the required approval by the shareholders of Neogen
may not be obtained; (2) the risk that the proposed transaction may
not be completed on the terms or in the timeframe expected by
Neogen, 3M and SpinCo, or at all; (3)
unexpected costs, charges or expenses resulting from the proposed
transaction; (4) uncertainty of the expected financial performance
of the combined company following completion of the proposed
transaction; (5) failure to realize the anticipated benefits of the
proposed transaction, including as a result of delay in completing
the proposed transaction or integrating the businesses of Neogen
and the Food Safety Business, on the expected timeframe or at all;
(6) the ability of the combined company to implement its business
strategy; (7) difficulties and delays in the combined company
achieving revenue and cost synergies; (8) inability of the combined
company to retain and hire key personnel; (9) the occurrence of any
event that could give rise to termination of the proposed
transaction; (10) the risk that stockholder litigation in
connection with the proposed transaction or other litigation,
settlements or investigations may affect the timing or occurrence
of the proposed transaction or result in significant costs of
defense, indemnification and liability; (11) evolving legal,
regulatory and tax regimes; (12) changes in general economic and/or
industry specific conditions; (13) actions by third parties,
including government agencies; (14) the risks that the anticipated
tax treatment of the proposed transaction is not obtained; (15) the
risk of greater than expected difficulty in separating the Food
Safety Business from the other businesses of 3M; (16) risks related to the disruption of
management time from ongoing business operations due to the
pendency of the proposed transaction, or other effects of the
pendency of the proposed transaction on the relationship of any of
the parties to the proposed transaction with their employees,
customers, suppliers, or other counterparties; and (17) risk
factors detailed from time to time in Neogen's and 3M's reports
filed with the Securities and Exchange Commission (the "SEC"),
including Neogen's and 3M's annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and other
documents filed with the SEC, including Neogen's registration
statement on Form S-4 (Reg. No. 333-263667) that includes a
prospectus relating to the shares of Neogen common stock to be
issued in the proposed transaction, as amended and
supplemented (the "Neogen Registration Statement"), which was
declared effective by the SEC on August 4,
2022, Neogen's definitive proxy statement on Schedule 14A
with respect to the special meeting of Neogen shareholders in
connection with the proposed transaction, as amended and
supplemented (the "Proxy Statement"), filed with the SEC on
July 18, 2022 and SpinCo's
registration statement on Form S-4 and Form S-1 (Reg. No.
333-263669) in connection with its separation from 3M that contains a prospectus relating to the
shares of SpinCo common stock to be issued in the proposed
transaction, as amended and supplemented (the "SpinCo
Registration Statement"), which was declared effective by the SEC
on August 4, 2022 , in each case,
filed with the SEC in connection with the proposed transaction. The
foregoing list of important factors is not exclusive.
Any forward-looking statements speak only as of the date of this
communication. None of Neogen, 3M or
SpinCo undertakes, and each party expressly disclaims, any
obligation to update any forward-looking statements, whether as a
result of new information or development, future events or
otherwise, except as required by law. Readers are cautioned not to
place undue reliance on any of these forward-looking
statements.
Important Information About the Transaction and Where to Find
It
In connection with the proposed transaction, SpinCo filed the
SpinCo Registration Statement and Neogen filed the Neogen
Registration Statement and the Proxy Statement. 3M expects to file with the SEC a Schedule TO in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE SPINCO REGISTRATION STATEMENT, NEOGEN
REGISTRATION STATEMENT, PROXY STATEMENT, 3M'S SCHEDULE TO AND ANY
OTHER RELEVANT DOCUMENTS THAT ARE MADE AVAILABLE BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT NEOGEN, 3M, SPINCO AND THE PROPOSED TRANSACTION. The
SpinCo Registration Statement, Neogen Registration Statement, Proxy
Statement, 3M's Schedule TO and other documents relating to the
proposed transaction (as they become available) can also be
obtained free of charge from the SEC's website at www.sec.gov. The
SpinCo Registration Statement, Neogen Registration Statement, Proxy
Statement, 3M's Schedule TO and other documents (as they become
available) can also be obtained free of charge from 3M upon written request to 3M Investor Relations Department, Bldg. 224-1
W-02, St. Paul, MN 55144, or by
e-mailing investorrelations@3M.com or upon written request to
Neogen's Investor Relations, 620 Lesher Place, Lansing, Michigan 48912 or by e-mailing
ir@neogen.com.
Participants in the Solicitation
This release is not a solicitation of a proxy from any investor
or security holder. However, Neogen, 3M and certain of their respective directors,
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from shareholders of Neogen in connection with the proposed
transaction under the rules of the SEC. Information regarding the
persons who are, under the rules of the SEC, participants in the
solicitation of the shareholders of Neogen in connection with the
proposed transaction, including a description of their direct or
indirect interests, by security holdings or otherwise, are set
forth in SpinCo Registration Statement, Neogen Registration
Statement and Proxy Statement referenced above that were filed with
the SEC. Information about the directors and executive officers of
Neogen may also be found in Neogen's Annual Report on Form 10-K
filed with the SEC on July 27, 2022,
and its definitive proxy statement relating to its 2021 Annual
Meeting of Shareholders filed with the SEC on August 31, 2021. Information about the directors
and executive officers of 3M may be
found in its Annual Report on Form 10-K filed with the SEC on
February 9, 2022, and its definitive
proxy statement relating to its 2022 Annual Meeting of Stockholders
filed with the SEC on March 23, 2022.
These documents can be obtained free of charge from the sources
indicated above. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, are
contained in the SpinCo Registration Statement, Neogen Registration
Statement and Proxy Statement filed with the SEC.
No Offer or Solicitation
This release is not intended to and shall not constitute an
offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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SOURCE 3M