SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
i NEOGEN CORPORATION
(Exact name of registrant as specified in its charter)
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i Michigan
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i 38-2367843
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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i 620 Lesher Place i Lansing, i Michigan
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i 48912
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(Address of principal executive offices)
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(Zip Code)
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i 517- i 372-9200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each Class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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i Common Stock, $0.16 par value per share
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i NEOG
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i The NASDAQ Global Select Market
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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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” and, together with the SpinCo Registration Statement, the “Registration Statements”). 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 updated unaudited pro forma condensed combined financial information of Neogen and the Food Safety Business as of and for the twelve months ended May 31, 2022, which will be
incorporated by reference into each of the SpinCo
Registration Statement and the Neogen Registration Statement.
The updated unaudited pro forma condensed combined financial information has been prepared utilizing the
audited consolidated financial statements of Neogen as of and for the year ended May 31, 2022, which are included in Neogen’s Annual Report on Form 10-K, the historical combined balance sheet of the Food Safety Business as of June 30, 2022 and
the historical combined statement of income of the Food Safety Business for the twelve months ended June 30, 2022 derived from the audited combined financial statements of the Food Safety Business as of and for the year ended
December 31,
2021 included in the Registration Statements and the unaudited interim combined financial statements of the Food Safety Business as of and for the six months ended
June 30, 2022 and
June 30, 2021 furnished by 3M in a Current Report on Form 8-K on
August 12, 2022 and
incorporated by reference into the Registration Statements.
The unaudited pro forma condensed combined financial
information of Neogen and the Food Safety Business as of May 31, 2022 and for the twelve months ended May 31, 2022, including Summary Unaudited Pro Forma Combined Financial Information of Neogen as of and for such dates, furnished on
Exhibit 99.1 and 99.2 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 timeframe 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 timeframe 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
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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
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
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Exhibit Number
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Description
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Summary Unaudited Pro Forma Combined Financial Information of Neogen (furnished pursuant to Item 7.01 hereof)
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Unaudited pro forma condensed combined financial information of Neogen
and the Food Safety Business as of May 31, 2022 and for the twelve months ended May 31, 2022 (furnished pursuant to Item 7.01 hereof).
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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NEOGEN CORPORATION
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By:
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/s/ Amy M. Rocklin
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Name:
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Title:
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Vice President, General Counsel and Corporate Secretary
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Date:
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