LANSING,
Mich., Aug. 17, 2022 /PRNewswire/ -- Neogen
Corporation ("Neogen") (NASDAQ: NEOG) announced that, at the
special meeting of Neogen shareholders held today, Neogen
shareholders voted to approve all proposals required in connection
with the pending combination of the food safety business of
3M Company ("3M") (NYSE: MMM) with Neogen, including the
issuance of shares of Neogen common stock pursuant to the Agreement
and Plan of Merger, dated as of December 13,
2021, among Neogen, 3M, Nova
RMT Sub, Inc., a wholly owned subsidiary of Neogen, and Garden
SpinCo Corporation, currently a wholly owned subsidiary of
3M, and certain amendments to
Neogen's organizational documents. The transaction is expected to
be completed on September 1, 2022,
subject to the satisfaction or waiver of the remaining customary
closing conditions.
"We are pleased to have received the support of our shareholders
and the approval of the necessary proposals as we look toward the
expected close of this transaction," said John Adent, Neogen's President and CEO. "I want
to thank all of our investors for their continued support, and I am
excited for Neogen's future growth as we strengthen our position at
the forefront of the new era in food security."
Neogen will file the final voting results, as certified by the
independent Inspector of Election, on a Form 8-K with the U.S.
Securities and Exchange Commission.
About Neogen
Neogen Corporation develops and markets comprehensive solutions
dedicated to food and animal safety, operating with the intention
to "Every day, protect the people and animals we care about." The
company's Food Safety segment markets dehydrated culture media and
diagnostic test kits to detect foodborne bacteria, natural toxins,
food allergens, drug residues, plant diseases, and sanitation
concerns. Neogen's Animal Safety segment is a leader in the
development of genomic solutions along with the manufacturing and
distribution of a variety of animal healthcare products, including
diagnostics, pharmaceuticals, veterinary instruments, wound care,
and disinfectants, as well as rodent and insect control
solutions.
Cautionary Note 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 Garden SpinCo
Corporation ("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; (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 business of Neogen and 3M's
food safety business (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 U.S. 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 filed on Form S-4, 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 filed with the SEC on July 18, 2022, as amended and supplemented, and
SpinCo's registration statement filed on Form S-4 and Form S-1,
which was declared effective by the SEC on August 4, 2022. 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.
Additional Information About the Transactions and Where to
Find It
In connection with the proposed transaction, SpinCo filed a
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 distributed in the proposed
transaction (as amended and supplemented, the "SpinCo Registration
Statement") and Neogen filed a 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 registration statements were declared effective
by the SEC on August 4, 2022. In
addition, 3M has filed with the SEC a
Schedule TO related to 3M's exchange offer in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE SPINCO REGISTRATION STATEMENT, NEOGEN REGISTRATION
STATEMENT, 3M'S SCHEDULE TO AND ANY OTHER RELEVANT DOCUMENTS THAT
ARE MADE AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
NEOGEN, 3M, GARDEN SPINCO AND THE
PROPOSED TRANSACTION. The SpinCo Registration Statement, Neogen
Registration 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, 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.
No Offer or Solicitation
This communication 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.
For more information, contact:
Neogen Media Contact:
Blake Sonnenshein, Partner
Brunswick Group
Neogen@brunswickgroup.com
Neogen Investor Contact:
Steve Quinlan, Chief Financial
Officer
squinlan@Neogen.com
(517) 372-9200
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SOURCE Neogen Corporation