3M The separation of food safety activities remains on track to target September 1st Closing
ST. PAUL, Minnesota., August 26, 2022 /PRNewswire/ — Earlier today, the United States Bankruptcy Court in the Southern District of Indiana denied Aearo Technologies’ request for a preliminary injunction in pending litigation against 3M related to Combat Arms Earplug Version 2 products.
Aeroro Technologies and 3M disagrees with the decision and Aearo intends to appeal the decision. Aearo will pursue Chapter 11 proceedings, which it believes will provide a more efficient, fair and expeditious route to resolving these issues for all parties. 3M will also continue to vigorously defend its position in the multidistrict litigation and its appeals in that litigation.
3M continues to expect to complete the ongoing separation of its food safety business by the scheduled closing date of September 1st.
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This press release contains forward-looking information about 3M’s financial results, estimates and business prospects that involve substantial risks and uncertainties. You can identify these statements by the use of words such as “anticipate”, “estimate”, “expect”, “aim”, “project”, “intend”, “plan”, “believe”. “, “will”, “should”, “could”, “target”, “expect” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance or plans or prospects for Among the factors that could cause actual results to differ materially are: (1) economic, political, regulatory, global financial markets and other external conditions and other factors beyond the control of the Company, including natural and other disasters or climate change affecting the operations of the Company or its customers and suppliers; (2) risks related to public health crises such as the global pandemic associated with the coronavirus (COVID- 19); (3) foreign currency exchange rates and fluctuations in such rates; (4) liabilities related to certain fluorinated chemicals, including lawsuits regarding various products and chemicals related to PFAS, and claims and government regulatory proceedings and investigations related to PFAS in various jurisdictions; (5) legal proceedings, including material developments that may occur in legal and regulatory proceedings described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as updated by the company’s current report on Form 8-K dated April 26, 2022, and all subsequent quarterly reports on Form 10-Q (the “Reports”); (6) competitive conditions and customer preferences; (7) timing and market acceptance of new product offerings; (8) the availability and cost of purchased components, compounds, raw materials and energy (including petroleum and natural gas and their derivatives) due to shortages, increased demand or supply disruptions ( including those caused by natural and other disasters and other events); (9) unforeseen problems or delays in the phased implementation of a global enterprise resource planning (ERP) system, or security breaches and other disruptions to the Company’s IT infrastructure; (10) the impact of acquisitions, strategic alliances, divestitures and other unusual events resulting from changing portfolio management actions and other business strategies, and possible organizational restructuring; (11) operational execution, including scenarios where the Company generates fewer productivity improvements than expected; (12) financial market risks that may affect the Company’s funding obligations under defined benefit pension and post-retirement plans; (13) the Company’s credit ratings and its cost of capital; (14) external tax-related conditions, including changes in tax rates, laws or regulations; (15) matters relating to the impending separation of the Company’s food safety business and the proposed spin-off of the Company’s healthcare business, including, in each case, whether the transaction will be completed or , if it is carried out, under the conditions provided; the risk that anticipated benefits will not materialize; the risk that the costs or dis-synergies exceed the amounts forecast; the ability to satisfy various closing conditions; potential business interruption; diversion of management time; the impact of the transaction (or its expectation) on the Company’s ability to retain talent; potential impacts on the Company’s relationships with its customers, suppliers, employees, regulators and other counterparties; the ability to achieve the desired tax treatment (including whether an Internal Revenue Service private letter ruling will be sought or obtained); the risk that required consents or approvals may not be obtained; the risks associated with the financings that could be undertaken and the indebtedness that could be contracted in connection with the transaction; and (16) matters relating to the voluntary proceeding under Chapter 11 of the Company’s subsidiary Aearo Technologies and certain of its affiliates (the “Aearo Entities”), including legal risks relating to the proceeding under of Chapter 11; potential impacts on the Company’s reputation and its relationships with customers, suppliers, employees, regulators and other counterparties and members of the community; potential impacts on the Company’s liquidity or results of operations, including risks relating to the amount that will be required to fully and finally resolve all of the Company’s obligations to make payments to resolve such claims under its financing and indemnification agreement with the Aearo Entities; and the ability of the Aearo entities to navigate the Chapter 11 process to obtain approval and execution of a plan of reorganization. Changes in these assumptions or factors could produce materially different results. A more detailed description of these factors can be found in the reports under “Cautionary Note Regarding Factors That Could Affect Future Results” and “Risk Factors” in Part I, Items 1 and 1A (Annual Report) and in the part I, element 2 and part II. , Item 1A (Quarterly reports). The Company undertakes no obligation to update the forward-looking statements described herein as a result of new information or future events or developments.
Important transaction information and where to find it
In connection with the proposed transaction, Garden SpinCo Corporation (“SpinCo”) has filed a registration statement on Form S-4 and Form S-1 (registration number 333-263669) in connection with its separation from with 3M which contains a prospectus relating to the common stock of SpinCo to be issued in connection with the proposed transaction (as amended and supplemented, the “SpinCo Registration Statement”), which was declared effective by the SEC on August 4, 2022 and Neogen Corporation (“Neogen”) has filed a registration statement on Form S-4 (Registration No. 333-263667) which includes a prospectus relating to the common shares of Neogen to be issued in connection with the proposed transaction (as amended and supplemented, the “Neogen Registration Statement”), which was declared effective by the SEC on August 42022. In addition, 3M filed with the SEC on August 4, 2022 an Annex TO (as amended and supplemented, the “3M Schedule TO”) in connection with the proposed transaction. INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ SPINCO’S REGISTRATION STATEMENT, NEOGEN’S REGISTRATION STATEMENT, 3M THE APPENDIX 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, the Neogen Registration Statement, 3M Schedule TO and other documents relating to the proposed transaction (as they become available) may also be obtained free of charge from the SEC’s website at www.sec.gov. The SpinCo Registration Statement, the Neogen Registration Statement, 3M Annex 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. 224-1W-02, St. Paul, MN 55144, or by e-mail [email protected] or upon written request to Neogen’s Investor Relations Department, 620 Lesher Place, Lansing, Mich. 48912 or by e-mail [email protected].
No offer or solicitation
This press release is not intended to and should not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy securities or a solicitation of an approval vote, and it does not There will be no 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 such jurisdiction.
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