ST.
PAUL, Minn., Sept. 1,
2022 /PRNewswire/ -- 3M
(NYSE: MMM) announced today the preliminary results of its
split-off exchange offer to 3M
stockholders to exchange their shares of 3M common stock for shares of common stock of
Garden SpinCo Corporation ("SpinCo"). The exchange offer was
conducted in connection with the previously announced pending
separation of 3M's food safety business and the subsequent merger
of SpinCo, a subsidiary of 3M formed
to hold the food safety business, with a subsidiary of Neogen
Corporation ("Neogen").
3M intends to accept shares of
3M common stock validly tendered in
the exchange offer, subject to proration, and expects the closing
of the merger to occur later today immediately after 3M's
acceptance of such shares, following the satisfaction or waiver of
all remaining closing conditions.
In the exchange offer, 3M
stockholders had the option to exchange some, none or all of their
shares of 3M common stock for shares
of SpinCo common stock, subject to proration and with an exchange
ratio of approximately 6.7713 shares of SpinCo common stock for
each share of 3M common stock that is
validly tendered, not properly withdrawn and accepted for exchange.
Upon completion of the merger, each share of SpinCo common stock
will be converted into the right to receive one share of Neogen
common stock. As a result, 3M
stockholders who tendered shares of 3M common stock in the exchange offer will
receive approximately 6.7713 shares of Neogen common stock (subject
to the receipt of cash in lieu of fractional shares) for each share
of 3M common stock accepted for
exchange.
Exchange Offer Preliminary Results
Pursuant to the exchange offer, which expired at 11:59 p.m., New York
City time, on August 31, 2022,
and based on a preliminary count by the exchange offer agent, a
total of approximately 215,199,594 shares of 3M common stock were tendered prior to the
expiration of the exchange offer, including approximately
111,056,104 shares tendered pursuant to guaranteed delivery
procedures. Based on the preliminary results, 3M will exchange a total of approximately
15,989,536 shares of 3M common stock
in the exchange offer, resulting in a preliminary proration factor
of approximately 6.95 percent. The preliminary results include an
estimated 1,115,836 shares of 3M
common stock tendered by odd-lot stockholders not subject to
proration.
3M will not be able to determine
the final proration factor until after the expiration of the
guaranteed delivery period at 5:00
p.m., New York City time,
on September 2, 2022. 3M will publicly announce the final results,
including the final proration factor, which may be different from
today's preliminary estimates, after they have been determined.
Once the final results of the exchange offer are available,
Neogen's exchange agent will deliver the appropriate number of
shares of Neogen common stock, as well as cash in lieu of
fractional shares.
Because more than 15,989,536 shares of 3M common stock were tendered, all shares of
3M common stock owned by 3M will be distributed in the exchange offer, and
no shares of SpinCo common stock will be distributed as a pro rata
dividend.
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:
Jennifer Ehrlich
(651) 592-0132 or 3Mnews@mmm.com
3M Investor
Contact:
Bruce Jermeland
(651) 733-1807
Diane Farrow
(612) 202-2449
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 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 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 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. In addition, 3M filed with the SEC on August 4, 2022 a Schedule TO (as may be 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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/3m-announces-preliminary-results-of-split-off-exchange-offer-intends-to-accept-tendered-shares-and-expects-closing-of-the-neogen-transaction-today-301616290.html
SOURCE 3M