Item 7.01. Regulation FD
As previously disclosed, on December 13, 2021, 3M Company ("3M"), Garden SpinCo
Corporation, currently a wholly owned subsidiary of 3M ("SpinCo"), Neogen
Corporation ("Neogen") and Nova RMT Sub, Inc., a wholly owned subsidiary of
Neogen, entered into certain definitive agreements providing for the combination
of 3M's food safety business (the "Food Safety Business") with Neogen in a
Reverse Morris Trust transaction (the "proposed transaction"). On August 4,
2022, 3M commenced an exchange offer related to the proposed transaction. In
connection with the proposed transaction, including the exchange offer, SpinCo
filed a registration statement on Form S-4 and Form S-1 (Reg. No. 333-263669)
(the "SpinCo Registration Statement") with the Securities and Exchange
Commission (the "SEC") and Neogen filed a registration statement on Form S-4
(Reg. No. 333-263667) (the "Neogen Registration Statement"). Each of the SpinCo
Registration Statement and the Neogen Registration Statement were declared
effective by the Securities and Exchange Commission on August 4, 2022.
This Current Report on Form 8-K is being furnished to provide the unaudited
interim combined financial statements of the Food Safety Business as of June 30,
2022 and for the three and six months ended June 30, 2022 and June 30, 2021 and
the related Management's Discussion and Analysis of Financial Condition and
Results of Operations, which will be incorporated by reference into each of the
SpinCo Registration Statement and the Neogen Registration Statement.
The unaudited interim combined financial statements of the Food Safety Business
as of June 30, 2022 and for the three and six months ended June 30, 2022 and
June 30, 2021, including Summary Historical Combined Financial Information of
the Food Safety Business as of June 30, 2022 and for the six months ended June
30, 2022 and June 30, 2021 and the related Management's Discussion and Analysis
of Financial Condition and Results of Operations furnished on Exhibits 99.1,
99.2 and 99.3 to this Current Report on Form 8-K shall be deemed incorporated by
reference into the SpinCo Registration Statement and the Neogen Registration
Statement. To the extent that information in this Current Report on Form 8-K
differs from or updates information contained in the SpinCo Registration
Statement or the Neogen Registration Statement, the information in this Current
Report on Form 8-K shall supersede or supplement the information in the SpinCo
Registration Statement or the Neogen Registration Statement, as applicable.
Cautionary Note on Forward-Looking Statements
This communication includes "forward-looking statements" as that term is defined
in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended by the Private Securities Litigation
Reform Act of 1995, including statements regarding the proposed transaction
between Neogen, 3M and SpinCo. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "forecast," "outlook," "target," "endeavor," "seek," "predict,"
"intend," "strategy," "plan," "may," "could," "should," "will," "would," "will
be," "will continue," "will likely result," or the negative thereof or
variations thereon or similar terminology generally intended to identify
forward-looking statements. All statements, other than historical facts,
including, but not limited to, statements regarding the expected timing and
structure of the proposed transaction, the ability of the parties to complete
the proposed transaction, the expected benefits of the proposed transaction,
including future financial and operating results and strategic benefits, the tax
consequences of the proposed transaction, and the combined Neogen-SpinCo
company's plans, objectives, expectations and intentions, legal, economic and
regulatory conditions, and any assumptions underlying any of the foregoing, are
forward-looking statements.
These forward-looking statements are based on Neogen and 3M's current
expectations and are subject to risks and uncertainties, which may cause actual
results to differ materially from Neogen and 3M's current expectations. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
indicated or anticipated by such forward-looking statements. The inclusion of
such statements should not be regarded as a representation that such plans,
estimates or expectations will be achieved. Important factors that could cause
actual results to differ materially from such plans, estimates or expectations
include, among others, (1) that one or more closing conditions to the proposed
transaction may not be satisfied or waived, on a timely basis or otherwise,
including that the required approval by the shareholders of Neogen may not be
obtained; (2) the risk that the proposed transaction may not be completed on the
terms or in the expected by Neogen, 3M and SpinCo, or at all; (3) unexpected
costs, charges or expenses resulting from the proposed transaction; (4)
uncertainty of the expected financial performance of the combined company
following completion of the proposed transaction; (5) failure to realize the
anticipated benefits of the proposed transaction, including as a result of delay
in completing the proposed transaction or integrating the business of Neogen and
the Food Safety Business, on the expected or at all; (6) the ability of the
combined company to implement its business strategy; (7) difficulties and delays
in the combined company achieving revenue and cost synergies; (8) inability of
the combined company to retain and hire key personnel; (9) the occurrence of any
event that could give rise to termination of the proposed transaction; (10) the
risk that stockholder litigation in connection with the proposed transaction or
other litigation, settlements or investigations may affect the timing or
occurrence of the proposed transaction or result in significant costs of
defense, indemnification and liability; (11) evolving legal, regulatory and tax
regimes; (12) changes in general economic and/or industry specific conditions;
(13) actions by third parties, including government agencies; (14) the risks
that the anticipated tax treatment of the proposed transaction is not obtained;
(15) the risk of greater than expected difficulty in separating the Food Safety
Business from the other businesses of 3M; (16) risks related to the disruption
of management time from ongoing business operations due to the pendency of the
proposed transaction, or other effects of the pendency of the proposed
transaction on the relationship of any of the parties to the proposed
transaction with their employees, customers, suppliers, or other counterparties;
and (17) risk factors detailed from time to time in Neogen's and 3M's reports
filed with the SEC, including Neogen's and 3M's annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and other documents
filed with the SEC, including the Neogen Registration Statement, which was
declared effective by the SEC on August 4, 2022, Neogen's definitive proxy
statement on Schedule 14A with respect to the special meeting of Neogen
shareholders in connection with the proposed transaction filed with the SEC on
July 18. 2022, as amended and supplemented (the "Proxy Statement") and the
SpinCo Registration Statement, which was declared effective by the SEC on August
4, 2022. The foregoing list of important factors is not exclusive.
--------------------------------------------------------------------------------
Any forward-looking statements speak only as of the date of this communication.
None of Neogen, 3M or SpinCo undertakes, and each party expressly disclaims, any
obligation to update any forward-looking statements, whether as a result of new
information or development, future events or otherwise, except as required by
law. Readers are cautioned not to place undue reliance on any of these
forward-looking statements.
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction, SpinCo filed the SpinCo
Registration Statement and Neogen filed the Neogen Registration Statement and
the Proxy Statement. In addition, 3M filed with the SEC on August 4, 2022 a
Schedule TO (as may be amended and supplemented, the "3M Schedule TO") in
connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE SPINCO REGISTRATION STATEMENT, NEOGEN REGISTRATION STATEMENT,
PROXY STATEMENT, 3M SCHEDULE TO AND ANY OTHER RELEVANT DOCUMENTS THAT ARE MADE
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT NEOGEN, 3M, SPINCO
AND THE PROPOSED TRANSACTION. The SpinCo Registration Statement, Neogen
Registration Statement, Proxy Statement, 3M Schedule TO and other documents
relating to the proposed transaction (as they become available) can also be
obtained free of charge from the SEC's website at www.sec.gov. The SpinCo
Registration Statement, Neogen Registration Statement, Proxy Statement, 3M
Schedule TO and other documents (as they become available) can also be obtained
free of charge from 3M upon written request to 3M Investor Relations Department,
Bldg. 224-1 W-02, St. Paul, MN 55144, or by e-mailing investorrelations@3M.com
or upon written request to Neogen's Investor Relations, 620 Lesher Place,
Lansing, Michigan 48912 or by e-mailing ir@neogen.com.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any investor or
security holder. However, Neogen, 3M and certain of their respective directors,
executive officers and other members of management and employees may be deemed
to be participants in the solicitation of proxies from shareholders of Neogen in
connection with the proposed transaction under the rules of the SEC. Information
regarding the persons who are, under the rules of the SEC, participants in the
solicitation of the shareholders of Neogen in connection with the proposed
transaction, including a description of their direct or indirect interests, by
security holdings or otherwise, are set forth in SpinCo Registration Statement,
Neogen Registration Statement and Proxy Statement referenced above that were
filed with the SEC. Information about the directors and executive officers of
Neogen may also be found in Neogen's Annual Report on Form 10-K filed with the
SEC on July 27, 2022, and its definitive proxy statement relating to its 2021
Annual Meeting of Shareholders filed with the SEC on August 31, 2021.
Information about the directors and executive officers of 3M may be found in its
Annual Report on Form 10-K filed with the SEC on February 9, 2022, and its
definitive proxy statement relating to its 2022 Annual Meeting of Stockholders
filed with the SEC on March 23, 2022. These documents can be obtained free of
charge from the sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, are contained in the
SpinCo Registration Statement, Neogen Registration Statement and Proxy Statement
filed with the SEC.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell
or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote of approval, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are furnished pursuant to Item 7.01 of Form 8-K and
should not be deemed to be "filed" under the Securities Exchange Act of 1934.
(d) Exhibits
Exhibit Description
Number
99.1 Summary Historical Combined Financial Information of the Food Safety
Business (furnished pursuant to Item 7.01 hereof).
99.2 Unaudited interim combined financial statements of the Food Safety
Business as of June 30, 2022 and for the three and six months ended
June 30, 2022 and June 30, 2021 (furnished pursuant to Item 7.01
hereof).
99.3 Management's Discussion and Analysis of Financial Condition and Results
of Operations of the Food Safety Business for the three and six months
ended June 30, 2022 (furnished pursuant to Item 7.01 hereof).
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
in the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
3M COMPANY 
