NORTH AMERICAN BUSINESS
  • HOME
  • SUSTAINABILITY
  • INVEST
  • MARKET
  • PARTNERSHIP
  • INNOVATION
  • PEOPLE
  • INSIGHTS
No Result
View All Result
NORTH AMERICAN BUSINESS
  • HOME
  • SUSTAINABILITY
  • INVEST
  • MARKET
  • PARTNERSHIP
  • INNOVATION
  • PEOPLE
  • INSIGHTS
No Result
View All Result
NORTH AMERICAN BUSINESS
No Result
View All Result
Home ALL F&B

3M Finalizes Separation of its Food Safety Business and Merger of the Business with Neogen; Accepts Shares Tendered in Exchange Offer

by Ed Johnson
September 2, 2022
A A

ST. PAUL, Minn., — 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. 

Tags: < Invest | M&A
ShareTweetShareSend

Related Industries

F&B

Hormel foods announces minority investment in GarudaFood

December 17, 2022
F&B

Carlsberg acquires Waterloo Brewing in Canada

December 16, 2022
F&B

PepsiCo Introduces New Packaging Goal, Doubling Down On Scaling Reusable Packaging Options

December 6, 2022
F&B

PepsiCo Appoints C.D. Glin As President of The PepsiCo Foundation

November 3, 2022
F&B

The Coca-Cola Company Elects Three Officers

October 21, 2022
F&B

PepsiCo Announces Second Round of Projects Funded by Its Global Agriculture Accelerator, The Positive Agriculture Outcomes Fund

October 21, 2022

Hilton Unveils New Brand, Spark by Hilton, a Value‑Driven Offering That Proudly Delivers Reliable Essentials and Friendly Service

January 12, 2023

...

GE Completes Separation of GE HealthCare

January 5, 2023

...

Microsoft and Qcells announce strategic alliance to curb carbon emissions and power the clean energy economy

January 26, 2023

...

Ford’s John Savona to Retire in March, Closing 33-Year Career; Bryce Currie Will Lead Americas Manufacturing, Labor Affairs

January 12, 2023

...

Thermo Fisher Scientific Completes Acquisition of The Binding Site Group

January 4, 2023

...

AkzoNobel using 100% renewable electricity in North America

January 26, 2023

...

Randstad announces new leaders for Asia Pacific, North America and Technologies business.

January 6, 2023

...

Quadric and ams OSRAM collaborate to bring intelligent image sensors demonstration to CES

January 6, 2023

...

Pfizer Expands ‘An Accord for a Healthier World’ Product Offering to Include Full Portfolio for Greater Benefit to 1.2 Billion People in 45 Lower-Income Countries

January 18, 2023

...

NORTH AMERICAN BUSINESS (www.na-biz.com) is a leading source of business and corporate news, information, industry trends, market updates and insights across a broad spectrum of industries in North America and worldwide.

INDUSTRIES

  • Aero
  • Agriculture
  • ALL
  • Automotive
  • Business Service
  • Chemical
  • Construction
  • Construction Materials
  • Consumer
  • Education
  • Energy
  • Entertainment
  • Environmental
  • F&B
  • Financial
  • Healthcare
  • Hospitality
  • Industrial
  • IT
  • IT Hardware
  • Logistic
  • Metal & Mining
  • Packaging & Paper
  • Rail
  • Real Estate
  • Telecom

CONTACT US

EDITORIAL:     editor#na-biz.com

PARTNERSHIP:     biz#na-biz.com

HUMAN RESOURCE:     hr#na-biz.com

* (replace # with @)

  • Official Site

Copyright © NA-BIZ.COM All rights reserved.

No Result
View All Result
  • HOME
  • SUSTAINABILITY
  • INVEST
  • MARKET
  • PARTNERSHIP
  • INNOVATION
  • PEOPLE
  • INSIGHTS

Copyright © NA-BIZ.COM All rights reserved.