Broker Check
3M Spin-Off Garden SpinCO/NeoGen

3M Spin-Off Garden SpinCO/NeoGen

August 16, 2022
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This content is provided for informational purposes only.  You should not assume that any discussion or information contained herein serves as the receipt of, or as a substitute for, personalized investment advice from Landmark Wealth Management Group or the professional advisors of your choosing.

Determining if it is in your best interest as a 3M shareholder to participate in this transaction prior to August 31, 2022 is based on your specific fact situation.  You should seek guidance from your financial and tax advisors. 

Below please find important components of the transaction including:

  • Garden SpinCO is a newly formed, wholly owned subsidiary of 3M that was incorporated specifically for the purpose of holding the Food Safety Business and effecting the Separation.
  • Garden SpinCo will become a subsidiary of NeoGen once the exchange is completed.
  • 3M stockholders have the option to exchange, some or none of their shares of 3M common stock of SpinCo. Shares of SpinCO will convert automatically into the right to receive shares of Neogen common stock at the closing of the merger.
  • Tendering 3M stockholders are expected to receive approximately $107.53 of Neogen common stock for every $100.00 of shares of 3M common stock that is tendered and accepted in the exchange offer.
    • This works out to roughly 7.3515 shares of Neogen common stock per share of 3M common stock.
    • This exchange ratio is subject to change if the exchange offer is oversubscribed.
  • The number of outstanding shares of 3M common stock will be reduced as a result of the exchange offer if the exchange offer is completed.
  • If the exchange offer is completed but is not fully subscribed, 3M will distribute the remaining shares of SpinCo common stock owned by 3M on a pro rata basis to 3M stockholders whose shares of 3M common stock remain outstanding after completion of the exchange offer.
  • If the exchange offer is terminated by 3M without the exchange of shares, 3M intends to distribute all shares of SpinCo common stock owned by 3M on a pro rata basis to holders of shares of 3M common stock.
  • Any shares tendered should be a non-taxable event until the ultimate sale of any shares.
  • For most shareholders, the bottom line decision will be to compare the future growth prospects of 3M shares v. NeoGen shares.
  • Fidelity’s cutoff date is August 30th to tender any shares. They can be reached at 800 343 3548.

 

 


Please know that this information cannot be considered legal nor tax advice.