ST.
PAUL, Minn., Sept. 1,
2022 /PRNewswire/ -- 3M (NYSE: MMM) announced
today both the successful completion of its split-off exchange
offer for 3M common stock in
connection with the previously announced separation of 3M's food
safety business and the closing of the merger of Garden SpinCo
Corporation ("SpinCo"), the 3M
subsidiary holding the food safety business, with a subsidiary of
Neogen Corporation ("Neogen"). Pursuant to the merger, SpinCo is
now a wholly-owned subsidiary of Neogen.
In the merger, each share of SpinCo common stock was 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 and whose shares were accepted 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.
Pursuant to the exchange offer, which expired at 11:59 p.m., New York
City time, on August 31, 2022,
3M has accepted 15,989,536 shares of
3M common stock in exchange for
108,269,946 shares of SpinCo common stock. Because more than
15,989,536 shares of 3M common stock
were tendered, all shares of SpinCo common stock owned by
3M were distributed in the exchange
offer, and no shares were distributed in a pro rata distribution to
3M stockholders. Earlier today,
3M announced a preliminary proration
factor of approximately 6.95 percent.
"We believe our Food Safety business will be well positioned
with Neogen, and we are pleased to close the
transaction," said Mike Roman,
3M chairman and chief executive
officer. "By building a global innovator in food safety, the
business will bring customers a broader offering of
technologies and solutions, while unlocking greater value for
shareholders."
In addition to the exchange offer reducing outstanding
3M shares by approximately 16 million
shares, or approximately 3% of outstanding shares, 3M also received consideration valued at
approximately $1 billion, prior to
closing and other adjustments, that will be deployed in-line with
the company's regular capital allocation priorities. The
transaction involved a tax-free "Reverse Morris Trust" transaction
structure, which is intended to be tax-efficient to 3M and 3M's shareholders for U.S. federal income
tax purposes. 3M expects to record a
gain in the third quarter of 2022 associated with this transaction
and to reflect it as an adjustment in arriving at results, adjusted
for special items.
3M employees globally who
primarily supported 3M's food safety business will transition with
the business in conjunction with the divesture. The transaction
included dedicated food safety manufacturing operations located in
Bridgend, U.K.
In a separate statement on July 26,
2022, 3M announced its intent
to spin off its Health Care business, resulting in two world-class,
public companies well positioned to pursue their respective growth
plans. To learn more, view the press release on 3M's News
Center.
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, the expected benefits of the transaction, including future
financial and operating results and strategic benefits, the tax
consequences of the 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)
unexpected costs, charges or expenses resulting from the
transaction; (2) uncertainty of the expected financial performance
of the combined company following completion of the transaction;
(3) failure to realize the anticipated benefits of the transaction,
including as a result of delay in integrating the business of
Neogen and the Food Safety Business, on the expected timeframe or
at all; (4) the ability of the combined company to implement its
business strategy; (5) difficulties and delays in the combined
company achieving revenue and cost synergies; (6) inability of the
combined company to retain and hire key personnel; (7) the risk
that stockholder litigation in connection with the transaction or
other litigation, settlements or investigations may result in
significant costs of defense, indemnification and liability; (8)
evolving legal, regulatory and tax regimes; (9) changes in general
economic and/or industry specific conditions; (10) actions by third
parties, including government agencies; and (11) 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 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.
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SOURCE 3M