[ad_1]
ST. Paul, Minn, September 1, 2022 /PRNewswire/ — 3M (NYSE:MMM) announced today that it has successfully completed its proposed split exchange for both. 3 million common stock in connection with the previously announced separation of 3M’s food safety business and the closing of the Vegetable Spinco Corporation (“Spinco”) merger; 3 million A subsidiary holding a 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, 3 million Stockholders who tendered shares 3 million 6.7713 shares of Neogen common stock (based on receipt of cash in lieu of dividend shares) will be received for each share of common stock in the exchange and their shares accepted. 3 million Acceptance of common stock exchange.
According to the expired exchange offer 11:59 p.m, New York City Time, it’s on August 31, 2022, 3 million He received 15,989,536 shares 3 million Exchange of common stock for 108,269,946 shares of SpinCo common stock. Because more than 15,989,536 shares 3 million The common stock was tendered, all of SpinCo’s common stock being owned. 3 million They are distributed in the exchange offer, and no shares are distributed in pro rata distribution 3 million shareholders. earlier today 3 million It announced a prepayment rate of around 6.95 percent.
“We believe our food safety business will be a good fit with Neogen, and we are pleased to close the transaction.” Mike Roman, 3 million Chairman and CEO. “By building a global leader in food safety, the business will bring a broader range of technologies and solutions to customers, unlocking greater value for shareholders.”
In addition to the exchange discount, the advanced discount 3 million shares of approximately 16 million shares, or approximately 3 percent of outstanding shares; 3 million It is also taken into account 1 billion dollars, before closing and other adjustments, will be transferred in line with the company’s regular capital allocation priorities. The transaction includes a tax-free “Reverse Morris Trust” transaction structure, which is intended to be tax efficient. 3 million and 3M shareholders for US federal income tax purposes. 3 million In connection with this transaction, it expects to record a profit in the third quarter of 2022 and to reflect the result as an adjustment, adjusted for special items.
3 million Employees who support 3M’s food safety business globally will transition in partnership with the business. The transaction included specialized food safety manufacturing operations located in Bridgend, UK.
In a separate statement July 26, 2022, 3 million It has announced plans to divest its healthcare business, leaving two world-class public companies well-positioned to pursue their own growth plans. To learn more, see the press release in the 3M News Center.
In Care Of 3 million
3 million (NYSE: MMM) believes that science can help 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 the next one at 3M.com/news or on Twitter @3M or @3MNews.
3 million Media Contact:
Jennifer Ehrlich
(651) 592-0132 or [email protected]
3 million Investor Relations:
Bruce Jermeland
(651) 733-1807
Diane Farrow
(612) 202-2449
A cautionary note on forward-looking statements
This release includes “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. including statements regarding the proposed transaction between Neogen; 3 million and SpinCo. These forward-looking statements are generally identified by the words “believe”, “project”, “expect”, “forecast”, “estimate”, “forecast”, “outlook”, “target”, “effort”, “seek”. “anticipate” “intend” “strategy” “plan” “may” “could” “will” “will” “will” “will” “continue” result” or the negative or variations thereof or similar words generally include forward-looking statements. All statements, other than historical facts, about the expected benefits of the transaction, future financial and operating results and strategic benefits, the tax consequences of the transaction, and the combined Neogen-Spinco Company’s plans, objectives, including, but not limited to, expectations and objectives, legal , economic and regulatory conditions, and any assumptions underlying the foregoing factors are forward-looking statements.
These forward-looking statements are based on Neogen’s and 3M’s current expectations and are subject to risks and uncertainties, which could cause actual results to differ materially from Neogen’s and 3M’s current expectations. If one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results could differ materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be construed as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ from such plans, estimates or expectations include, among others, (1) unanticipated costs, fees or expenses of the transaction, (2) uncertainty of the Company’s expected financial performance after the transaction is completed; (3) failure to realize the expected benefits of the transaction, including delays in integrating Neogen and the food safety business within the expected timeframe or at all; (4) the combined company’s ability to implement its business strategy; (5) difficulties and delays in achieving revenue and expense synergies within the combined company; (6) inability of the combined company to retain and hire key personnel; (7) the risk that stockholder litigation may result in substantial defense, indemnification and liability costs in connection with the transaction or other litigation, settlements or investigations; (8) evolving legal, regulatory and tax regimes; (9) changes in general economic and/or industry specific conditions; (10) actions of third parties, including government agencies; and (11) Neogen’s and 3M’s reports to the Securities and Exchange Commission (“SEC”) periodically detailing Neogen’s and 3M’s annual reports on Form 10-K, quarterly reports on Form 10-Q on Form 8-K and other filings with the SEC. Documents, including a prospectus relating to shares of Neogen common stock, filed on Form S-4 (Reg. No. 333-263667) of Neogen. Proposed Transaction, as amended and supplemented (the “Neogen Registration Statement”), which has been declared effective by the SEC. August 4, 2022and SpinCo’s registration statement on Form S-4 and Form S-1 (Reg. No. 333-263669) in connection with the separation. 3 million With respect to the shares of SpinCo common stock to be issued in the proposed transaction, as amended and restated (the “SpinCo Registration Statement”), containing the prospectus set forth by the SEC. August 4, 2022 , in each case, filed with the SEC in connection with the transaction. The list of important reasons mentioned above is not limited.
Any forward-looking statements speak only as of the date of this communication. None of Neogene, 3 million or SpinCo has any obligation to update any forward-looking statements unless required by law, and each party expressly disclaims that. Readers are cautioned not to place undue reliance on these forward-looking statements.
Source 3 million
[ad_2]
Source link
