3M Finalizes Separation of its Meals Security Enterprise and Merger of the Enterprise with Neogen; Accepts Shares Tendered in Trade Supply

ST. PAUL, Minn., Sept. 1, 2022 /PRNewswire/ — 3M (NYSE: MMM) introduced at this time each the profitable completion of its split-off change supply for 3M frequent inventory in reference to the beforehand introduced separation of 3M’s meals security enterprise and the closing of the merger of Backyard SpinCo Company (“SpinCo”), the 3M subsidiary holding the meals security enterprise, with a subsidiary of Neogen Company (“Neogen”). Pursuant to the merger, SpinCo is now a wholly-owned subsidiary of Neogen. 

Within the merger, every share of SpinCo frequent inventory was transformed into the proper to obtain one share of Neogen frequent inventory. In consequence, 3M stockholders who tendered shares of 3M frequent inventory within the change supply and whose shares had been accepted will obtain roughly 6.7713 shares of Neogen frequent inventory (topic to the receipt of money in lieu of fractional shares) for every share of 3M frequent inventory accepted for change.

Pursuant to the change supply, which expired at 11:59 p.m., New York Metropolis time, on August 31, 2022, 3M has accepted 15,989,536 shares of 3M frequent inventory in change for 108,269,946 shares of SpinCo frequent inventory. As a result of greater than 15,989,536 shares of 3M frequent inventory had been tendered, all shares of SpinCo frequent inventory owned by 3M had been distributed within the change supply, and no shares had been distributed in a professional rata distribution to 3M stockholders. Earlier at this time, 3M introduced a preliminary proration issue of roughly 6.95 p.c.

“We consider our Meals Security enterprise might be nicely positioned with Neogen, and we’re happy to shut the transaction,” stated Mike Roman, 3M chairman and chief govt officer. “By constructing a worldwide innovator in meals security, the enterprise will convey clients a broader providing of applied sciences and options, whereas unlocking better worth for shareholders.”

Along with the change supply decreasing excellent 3M shares by roughly 16 million shares, or roughly 3% of excellent shares, 3M additionally obtained consideration valued at roughly $1 billion, previous to closing and different changes, that might be deployed in-line with the corporate’s common capital allocation priorities. The transaction concerned a tax-free “Reverse Morris Belief” transaction construction, which is meant to be tax-efficient to 3M and 3M’s shareholders for U.S. federal revenue tax functions. 3M expects to document a achieve within the third quarter of 2022 related to this transaction and to mirror it as an adjustment in arriving at outcomes, adjusted for particular gadgets.

3M staff globally who primarily supported 3M’s meals security enterprise will transition with the enterprise along side the divesture. The transaction included devoted meals security manufacturing operations situated in Bridgend, U.Ok.

In a separate assertion on July 26, 2022, 3M introduced its intent to spin off its Well being Care enterprise, leading to two world-class, public firms nicely positioned to pursue their respective progress plans. To be taught extra, view the press launch on 3M’s Information Middle.

About 3M

3M (NYSE: MMM) believes science helps create a brighter world for everybody. By unlocking the facility of individuals, concepts and science to reimagine what’s doable, our world group uniquely addresses the alternatives and challenges of our clients, communities, and planet. Learn the way we’re working to enhance lives and make what’s subsequent at 3M.com/information or on Twitter at @3M or @3MNews.

3M Media Contact:
Jennifer Ehrlich
(651) 592-0132 or [email protected]

3M Investor Contact:
Bruce Jermeland
(651) 733-1807 

Diane Farrow
(612) 202-2449 

Cautionary Be aware on Ahead-Wanting Statements

This launch consists of “forward-looking statements” as that time period is outlined in Part 27A of the Securities Act of 1933, as amended, and Part 21E of the Securities Trade Act of 1934, as amended by the Non-public Securities Litigation Reform Act of 1995, together with statements relating to the proposed transaction between Neogen, 3M and SpinCo. These forward-looking statements typically are recognized by the phrases “consider,” “challenge,” “count on,” “anticipate,” “estimate,” “forecast,” “outlook,” “goal,” “endeavor,” “search,” “predict,” “intend,” “technique,” “plan,” “could,” “may,” “ought to,” “will,” “would,” “might be,” “will proceed,” “will possible consequence,” or the destructive thereof or variations thereon or related terminology typically meant to establish forward-looking statements. All statements, aside from historic info, together with, however not restricted to, the anticipated advantages of the transaction, together with future monetary and working outcomes and strategic advantages, the tax penalties of the transaction, and the mixed Neogen-SpinCo firm’s plans, targets, expectations and intentions, authorized, financial and regulatory circumstances, and any assumptions underlying any of the foregoing, are forward-looking statements.

These forward-looking statements are primarily based on Neogen and 3M’s present expectations and are topic to dangers and uncertainties, which can trigger precise outcomes to vary materially from Neogen and 3M’s present expectations. Ought to a number of of those dangers or uncertainties materialize, or ought to underlying assumptions show incorrect, precise outcomes could range materially from these indicated or anticipated by such forward-looking statements. The inclusion of such statements shouldn’t be thought to be a illustration that such plans, estimates or expectations might be achieved. Vital elements that might trigger precise outcomes to vary materially from such plans, estimates or expectations embrace, amongst others, (1) surprising prices, fees or bills ensuing from the transaction; (2) uncertainty of the anticipated monetary efficiency of the mixed firm following completion of the transaction; (3) failure to appreciate the anticipated advantages of the transaction, together with because of delay in integrating the enterprise of Neogen and the Meals Security Enterprise, on the anticipated timeframe or in any respect; (4) the flexibility of the mixed firm to implement its enterprise technique; (5) difficulties and delays within the mixed firm reaching income and price synergies; (6) lack of ability of the mixed firm to retain and rent key personnel; (7) the chance that stockholder litigation in reference to the transaction or different litigation, settlements or investigations could end in important prices of protection, indemnification and legal responsibility; (8) evolving authorized, regulatory and tax regimes; (9) modifications typically financial and/or trade particular circumstances; (10) actions by third events, together with authorities businesses; and (11) danger elements detailed sometimes in Neogen’s and 3M’s reviews filed with the Securities and Trade Fee (the “SEC”), together with Neogen’s and 3M’s annual reviews on Type 10-Ok, quarterly reviews on Type 10-Q, present reviews on Type 8-Ok and different paperwork filed with the SEC, together with Neogen’s registration assertion on Type S-4 (Reg. No. 333-263667) that features a prospectus regarding the shares of Neogen frequent inventory to be issued within the proposed transaction, as amended and supplemented (the “Neogen Registration Assertion”), which was declared efficient by the SEC on August 4, 2022, and SpinCo’s registration assertion on Type S-4 and Type S-1 (Reg. No. 333-263669) in reference to its separation from 3M that incorporates a prospectus regarding the shares of SpinCo frequent inventory to be issued within the proposed transaction, as amended and supplemented (the “SpinCo Registration Assertion”), which was declared efficient by the SEC on August 4, 2022 , in every case, filed with the SEC in reference to the transaction. The foregoing listing of vital elements will not be unique.

Any forward-looking statements converse solely as of the date of this communication. None of Neogen, 3M or SpinCo undertakes, and every get together expressly disclaims, any obligation to replace any forward-looking statements, whether or not because of new data or growth, future occasions or in any other case, besides as required by legislation. Readers are cautioned to not place undue reliance on any of those forward-looking statements.

SOURCE 3M