ST.
PAUL, Minn., Sept. 6,
2022 /PRNewswire/ -- 3M
(NYSE: MMM) announced today the final proration factor of 7.346065
percent in its split-off exchange offer to 3M stockholders in connection with the separation
of 3M's food safety business and merger of Garden SpinCo
Corporation ("SpinCo"), the 3M
subsidiary holding the food safety business, with a subsidiary of
Neogen Corporation.
A total of approximately 203,610,687 shares of 3M common stock were validly tendered and not
properly withdrawn in the exchange offer, including approximately
1,114,015 shares tendered by odd-lot stockholders not subject to
proration. All tenders by odd-lot shareholders were fully accepted
in the offer. The remaining validly tendered shares of 3M common stock were accepted in the exchange on
a pro rata basis using the final proration factor of 7.346065
percent. Shares of 3M common stock
that were validly tendered but not accepted for exchange are
expected to be returned to tendering stockholders on or around
September 8, 2022.
Under the terms of the exchange offer, 108,269,946 shares of
SpinCo common stock were available in exchange for shares of
3M common stock accepted in the
exchange offer. The final exchange ratio for the exchange offer was
set at 6.7713 shares of SpinCo common stock for each share of
3M common stock validly tendered and
not properly withdrawn. In the merger, each share of SpinCo common
stock automatically converted into the right to receive one share
of Neogen common stock. Accordingly, 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
tendered and accepted for exchange. 3M accepted approximately 15,989,536 shares of
3M common stock for exchange in the
exchange offer.
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 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 issued in the 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 issued in the
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