3M Separation of
Food Safety Business Remains on Track for Targeted September 1 Closing
ST.
PAUL, Minn., Aug. 26,
2022 /PRNewswire/ -- Earlier today, the United States
Bankruptcy Court in the Southern District of Indiana declined Aearo Technologies' request
for a preliminary injunction to ongoing litigation against
3M related to Combat Arms Earplug
Version 2 products.
Aearo Technologies and 3M disagree
with the ruling and Aearo intends to appeal the decision. Aearo
will continue in the chapter 11 proceedings, which it believes will
offer a more efficient, equitable and expeditious pathway to
resolution of these matters for all parties. 3M also will continue to vigorously defend its
position in the multi-district litigation and in its appeals in
that litigation.
3M continues to expect to complete
the pending separation of its food safety business on the targeted
closing date of September 1.
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.
Forward-Looking
Statements
This news release contains forward-looking information about
3M's financial results and estimates and business prospects that
involve substantial risks and uncertainties. You can identify these
statements by the use of words such as "anticipate," "estimate,"
"expect," "aim," "project," "intend," "plan," "believe," "will,"
"should," "could," "target," "forecast" and other words and terms
of similar meaning in connection with any discussion of future
operating or financial performance or business plans or prospects.
Among the factors that could cause actual results to differ
materially are the following: (1) worldwide economic, political,
regulatory, capital markets and other external conditions and other
factors beyond the Company's control, including natural and other
disasters or climate change affecting the operations of the Company
or its customers and suppliers; (2) risks related to public health
crises such as the global pandemic associated with the coronavirus
(COVID-19); (3) foreign currency exchange rates and fluctuations in
those rates; (4) liabilities related to certain fluorochemicals,
including lawsuits concerning various PFAS-related products and
chemistries, and claims and governmental regulatory proceedings and
inquiries related to PFAS in a variety of jurisdictions; (5) legal
proceedings, including significant developments that could occur in
the legal and regulatory proceedings described in the Company's
Annual Report on Form 10-K for the year ended Dec. 31, 2021,
as updated by the Company's Current Report on Form 8-K
dated April 26, 2022, and any subsequent quarterly reports on
Form 10-Q (the "Reports"); (6) competitive conditions and customer
preferences; (7) the timing and market acceptance of new product
offerings; (8) the availability and cost of purchased components,
compounds, raw materials and energy (including oil and natural gas
and their derivatives) due to shortages, increased demand or supply
interruptions (including those caused by natural and other
disasters and other events); (9) unanticipated problems or delays
with the phased implementation of a global enterprise resource
planning (ERP) system, or security breaches and other disruptions
to the Company's information technology infrastructure; (10) the
impact of acquisitions, strategic alliances, divestitures, and
other unusual events resulting from portfolio management actions
and other evolving business strategies, and possible organizational
restructuring; (11) operational execution, including scenarios
where the Company generates fewer productivity improvements than
estimated; (12) financial market risks that may affect the
Company's funding obligations under defined benefit pension and
postretirement plans; (13) the Company's credit ratings and its
cost of capital; (14) tax-related external conditions, including
changes in tax rates, laws or regulations; (15) matters relating to
the pending separation of the Company's food safety business and
the proposed spin-off of the Company's Health Care business,
including in each case whether the transaction will be completed,
or if completed, will be on the expected terms; the risk that the
expected benefits will not be realized; the risk that the costs or
dis-synergies will exceed the anticipated amounts; the ability to
satisfy the various closing conditions; potential business
disruption; the diversion of management time; the impact of the
transaction (or its pendency) on the Company's ability to retain
talent; potential impacts on the Company's relationships with its
customers, suppliers, employees, regulators and other
counterparties; the ability to realize the desired tax treatment
(including whether an Internal Revenue Service private letter
ruling will be sought or obtained); the risk that any consents or
approvals required will not be obtained; risks associated with
financings that may be undertaken and indebtedness that may be
incurred in connection with the transaction; and (16) matters
relating to the voluntary chapter 11 proceedings of the Company's
subsidiary Aearo Technologies and certain of its affiliates (the
"Aearo Entities"), including legal risks related to the chapter 11
proceedings; potential impacts to the Company's reputation and its
relationships with customers, suppliers, employees, regulators and
other counterparties and community members; potential impacts to
the Company's liquidity or results of operations, including risks
related to the amount that will be necessary to fully and finally
resolve all of the Company's obligations to make payments to
resolve such claims under the terms of its funding and
indemnification agreement with the Aearo Entities; and the Aearo
Entities' ability to navigate the chapter 11 proceedings to obtain
approval and consummation of a plan of reorganization. Changes in
such assumptions or factors could produce significantly different
results. A further description of these factors is located in the
Reports under "Cautionary Note Concerning Factors That May Affect
Future Results" and "Risk Factors" in Part I, Items 1 and 1A
(Annual Report) and in Part I, Item 2 and Part II, Item 1A
(Quarterly Reports). The Company assumes no obligation to update
any forward-looking statements discussed herein as a result of new
information or future events or developments.
Important Information About the
Transaction and Where to Find It
In connection with the proposed transaction, Garden SpinCo
Corporation ("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
issued in the proposed transaction (as amended and
supplemented, the "SpinCo Registration Statement"), which was
declared effective by the SEC on August 4,
2022 and Neogen Corporation ("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 was declared effective
by the SEC on August 4, 2022.
In addition, 3M filed with the SEC on
August 4, 2022 a Schedule TO
(as amended and supplemented, the "3M Schedule TO") in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
SPINCO REGISTRATION STATEMENT, NEOGEN REGISTRATION STATEMENT,
3M 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, 3M
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 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 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.
Investor Contact:
Bruce
Jermeland
(651) 733-1807
Diane Farrow
(612) 202-2449
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SOURCE 3M