3M Finalizes Separation of its Meals Protection Trade and Merger of the Trade with Neogen; Accepts Stocks Tendered in Alternate Be offering

ST. PAUL, Min., Sept. 1, 2022 /PRNewswire/ — 3M (NYSE: MMM) introduced lately each the a success final touch of its split-off replace provide for 3M not unusual inventory in reference to the in the past introduced separation of 3M’s meals security enterprise and the ultimate of the merger of Lawn SpinCo Company (“SpinCo”), the 3M subsidiary maintaining 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, each and every percentage of SpinCo not unusual inventory used to be transformed into the suitable to obtain one percentage of Neogen not unusual inventory. In consequence, 3M stockholders who tendered stocks of 3M not unusual inventory within the replace provide and whose stocks had been accredited will obtain roughly 6.7713 stocks of Neogen not unusual inventory (topic to the receipt of money in lieu of fractional stocks) for each and every percentage of 3M not unusual inventory accredited for replace.

Pursuant to the replace provide, which expired at 11:59 pm, New York Town time, on August 31, 2022, 3M has accredited 15,989.536 stocks of 3M not unusual inventory in replace for 108,269,946 stocks of SpinCo not unusual inventory. As a result of greater than 15,989.536 stocks of 3M not unusual inventory had been tendered, all stocks of SpinCo not unusual inventory owned by means of 3M had been dispensed within the replace provide, and no stocks had been dispensed in a professional rata distribution to 3M stockholders. previous lately, 3M introduced a initial proration issue of roughly 6.95 p.c.

“We imagine our Meals Protection enterprise can be neatly located with Neogen, and we’re happy to near the transaction,” stated Mike Roman, 3M chairman and leader govt officer. “Via development an international innovator in meals security, the enterprise will carry shoppers a broader providing of applied sciences and answers, whilst unlocking higher price for shareholders.”

Along with the replace provide decreasing exceptional 3M stocks by means of roughly 16 million stocks, or roughly 3% of remarkable stocks, 3M additionally won attention valued at roughly $1 billion, previous to ultimate and different changes, that can be deployed in-line with the corporate’s common capital allocation priorities. The transaction concerned a tax-free “Opposite Morris Consider” transaction construction, which is meant to be tax-efficient to 3M and 3M’s shareholders for US federal source of revenue tax functions. 3M expects to file a achieve within the 3rd quarter of 2022 related to this transaction and to replicate it as an adjustment in arriving at effects, adjusted for particular pieces.

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3M workers globally who essentially supported 3M’s meals security enterprise will transition with the enterprise together with the divesture. The transaction integrated devoted meals security production operations situated in Bridgend, UK

In a separate commentary on July 26, 2022, 3M introduced its intent to spin off its Well being Care enterprise, leading to two world-class, public firms neatly located to pursue their respective enlargement plans. To be told extra, view the press unencumber on 3M’s Information Middle.

About 3M

3M (NYSE: MMM) believes science is helping create a brighter global for everybody. Via unlocking the ability of other folks, concepts and science to consider what is conceivable, our world group uniquely addresses the alternatives and demanding situations of our shoppers, communities, and planet. Find out how we are running to strengthen lives and make what is subsequent at 3M.com/information or on Twitter at @3M or @3MNews.

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

3M Buyers Touch:
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(651) 733-1807

Diane Farrow
(612) 202-2449

Cautionary Notice on Ahead-Having a look Statements

This unencumber contains “forward-looking statements” as that time period is outlined in Phase 27A of the Securities Act of 1933, as amended, and Phase 21E of the Securities Alternate Act of 1934, as amended by means of the Non-public Securities Litigation Reform Act of 1995, together with statements in regards to the proposed transaction between Neogen, 3M and SpinCo. Those forward-looking statements are most often recognized by means of the phrases “imagine,” “undertaking,” “be expecting,” “look forward to,” “estimate,” “forecast,” “outlook,” “goal,” “undertaking,” “search, ” “are expecting,” “intend,” “technique,” “plan,” “would possibly,” “may just,” “must,” “will,” “would,” “can be,” “will proceed,” “will most probably consequence,” or the detrimental thereof or diversifications thereon or equivalent terminology most often supposed to spot forward-looking statements. All statements, instead of ancient information, together with, however no longer restricted to, the anticipated advantages of the transaction, together with long run monetary and working effects and strategic advantages, the tax penalties of the transaction, and the blended Neogen-SpinCo corporate’s plans, targets, expectancies and intentions, felony, financial and regulatory stipulations, and any assumptions underlying any of the foregoing, are forward-looking statements.

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Those forward-looking statements are according to Neogen and 3M’s present expectancies and are topic to dangers and uncertainties, which would possibly motive precise effects to vary materially from Neogen and 3M’s present expectancies. Must a number of of those dangers or uncertainties materialize, or must underlying assumptions turn out improper, precise effects would possibly range materially from the ones indicated or expected by means of such forward-looking statements. The inclusion of such statements must no longer be considered a illustration that such plans, estimates or expectancies can be accomplished. Essential components that would motive precise effects to vary materially from such plans, estimates or expectancies come with, amongst others, (1) sudden prices, fees or bills attributable to the transaction; (2) uncertainty of the anticipated monetary efficiency of the blended corporate following final touch of the transaction; (3) failure to understand the predicted advantages of the transaction, together with because of lengthen in integrating the enterprise of Neogen and the Meals Protection Trade, at the anticipated time frame or in any respect; (4) the facility of the blended corporate to put into effect its enterprise technique; (5) difficulties and delays within the blended corporate attaining earnings and value synergies; (6) lack of ability of the blended corporate to retain and rent key workforce; (7) the danger that stockholder litigation in reference to the transaction or different litigation, settlements or investigations would possibly lead to important prices of protection, indemnification and legal responsibility; (8) evolving felony, regulatory and tax regimes; (9) adjustments usually financial and/or trade explicit stipulations; (10) movements by means of 3rd events, together with executive businesses; and (11) chance components detailed every now and then in Neogen’s and 3M’s stories filed with the Securities and Alternate Fee (the “SEC”), together with Neogen’s and 3M’s annual stories on Shape 10-Okay, quarterly stories on Shape 10-Q, present stories on Shape 8-Okay and different paperwork filed with the SEC, together with Neogen’s registration commentary on Shape S-4 (Reg. No. 333-263667) that features a prospectus in the case of the stocks of Neogen not unusual inventory to be issued within the proposed transaction, as amended and supplemented (the “Neogen Registration Commentary”), which used to be declared efficient by means of the SEC on August 4, 2022and SpinCo’s registration commentary on Shape S-4 and Shape S-1 (Reg. No. 333-263669) in reference to its separation from 3M that comprises a prospectus in the case of the stocks of SpinCo not unusual inventory to be issued within the proposed transaction, as amended and supplemented (the “SpinCo Registration Commentary”), which used to be declared efficient by means of the SEC on August 4, 2022 , in each and every case, filed with the SEC in reference to the transaction. The foregoing listing of essential components isn’t unique.

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Any forward-looking statements talk handiest as of the date of this conversation. None of Neogenes, 3M or SpinCo undertakes, and each and every celebration expressly disclaims, any legal responsibility to replace any forward-looking statements, whether or not because of new data or construction, long run occasions or in a different way, apart from as required by means of regulation. Readers are cautioned to not position undue reliance on any of those forward-looking statements.

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SOURCE 3M