3M has announced 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 on September 1, 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6.7713 shares of SpinCo common stock for each share of 3M common stock that is validly tendered, not properly withdrawn and accepted for exchange.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.
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%. 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 the 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.