お知らせ • Sep 02
Neogen Corporation (NasdaqGS:NEOG) completed the acquisition of Food Safety Business from 3M Company (NYSE:MMM).
Neogen Corporation (NasdaqGS:NEOG) entered into a definitive agreement to acquire Food Safety Business from 3M Company (NYSE:MMM) for approximately $4.3 billion on December 13, 2021. Under the terms of the transaction, structured as a Reverse Morris Trust, 3M Company will spin-off its Food Safety business by distributing shares of the SpinCo to its shareholders and the SpinCo will then merge with Neogen. Upon consummation of the transactions contemplated by the merger agreement, each share of SpinCo common stock outstanding will automatically be converted into the right to receive a number of shares of common stock, par value $0.01 per share, of Neogen at an exchange ratio calculated such that following the merger, former holders of SpinCo common stock will own, in the aggregate, 50.1% of the issued and outstanding common stock of the combined entity and the existing holders of Neogen will own, in the aggregate, 49.9% of the issued and outstanding shares of the combined entity. Pursuant to the merger, Neogen will issue 108.23 million of its shares to the holders of 3M Company. The consideration is subject to closing and other adjustments. The combined company is expected to have an enterprise value of approximately $9.3 billion. Neogen is the accounting acquirer in the combination.
Goldman Sachs Bank USA and JP Morgan Securities are providing committed financing for the transaction. 8.625% senior notes due 2030 are being offered as part of the financing for the proposed combination of the Food Safety Business of 3M with Neogen in a Reverse Morris Trust transaction. Separately, on June 30, 2022, SpinCo entered into a credit agreement consisting of a five-year senior secured term loan facility in the amount of $650 million and a five-year senior secured revolving facility in the amount of $150 million (collectively, the “Credit Facilities”), which, subject to customary closing conditions, will be available in connection with the Merger and related transactions. Neogen Corporation will have to pay 3M a termination fee equal to $140,000,000. For the year ending December 31, 2020, Food Safety Business reported net sales of $336.76 million, operating income of $117.21 million, net income of $91.97 million, total assets of $195.85 million and total equity of $180.01 million. NEOGEN’s President and Chief Executive Officer, John Adent, and NEOGEN’s existing management team will continue to lead the combined company. The size of the NEOGEN board will be increased and two new independent board members, to be designated by 3M, will be appointed at closing. In connection with the Merger, two individuals to be designated by 3M will be added to the Company’s Board of Directors as of the effective time of the Merger. Global Headquarters will remain in Lansing, Michigan.
The transaction is subject to (i) the Reorganization and the Distribution and the other transactions contemplated by the Separation Agreement to occur prior to the Distribution having taken place in accordance with the Separation Agreement in all material respects, (ii) the effectiveness of the Company’s registration statement registering the Company Common Stock to be issued pursuant to the Merger Agreement and SpinCo’s registration statement registering the SpinCo Common Stock in connection with the Distribution, (iii) approval of the Stockholder Proposals by the requisite vote of the Company’s stockholders, (iv) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and approval by certain foreign regulatory authorities, (v) approval by Nasdaq of the listing of shares of the Company Common Stock issuable pursuant to the Merger, subject to official notice of issuance, (vi) 3M’s receipt of a private letter ruling from the Internal Revenue Service regarding U.S. federal income tax consequences of the transactions contemplated by the Merger Agreement, (vii) receipt of legal opinions with respect to the tax-free nature of the proposed transaction, (viii) subject to certain exceptions, the consummation of the Debt Exchange described below, third parties to consummate the Merger, receipt of required regulatory approvals and the satisfaction of other customary closing conditions. The Boards of Directors of both NEOGEN and 3M have unanimously approved the transaction. The shareholders meeting of Neogen is scheduled on August 17, 2022. At the special meeting of Neogen shareholders held on August 17, 2022, Neogen shareholders voted to approve all proposals required in connection with the transaction. The transaction is expected to close by the end of Q3 2022. As of May 5, 2022, the transaction is expected to close in the third quarter of 2022. As of Jluy 26, 2022, the transaction is expected to close on September 1, 2022. The transaction is expected to be accretive to our shareholders on a cash EPS basis, and the implied valuation multiples for 3M Food Safety pre and post synergies are at a discount to Neogen's current trading multiple.
Centerview Partners LLC is serving as exclusive financial advisor and provided fairness opinion with a service fee of $31.5 million and $2.5 million respectively and Steven A. Rosenblum, Jenna E. Levine Michael J. Aiello, Eoghan Patrick Keenan, Megan Pendleton, Joseph M. Pari, Graham Magill, Eric D. Behl-Remijan, Paul J. Wessel, Aimee Adler, Michael A. Epstein, Dennis F. Adams III, Alexa Chu Clinton, Gabriel F. Gregson, Nitin Konchady, Frank R. Adams, Annemargaret Connolly, John O'Loughlin, Megan A. Granger, Robert Dahnke, Ami G. Zweig, Ivor Gwilliams and Thomas Weatherill of Weil, Gotshal & Manges LLP is serving as legal counsel to NEOGEN. Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Michael J. Aiello, Eoghan P. Keenan, Steven A. Rosenblum, Jenna E. Levine, Alec G. Miller, Jodi J. Schwartz, Olivia R. Coates, Michael S. Benn, Adam J. Shapiro, Selwyn B. Goldberg, Ralph M. Levene, Nir Weintraub and Ilene Knable Gotts of Wachtell, Lipton, Rosen & Katz is serving as legal counsel to 3M. Patrick J. Ryan, Ismael Duran, Arthur D. Robinson, David Azarkh, Stephen M. Wiseman, Andrew B. Purcell, Genevieve Dorment, Vanessa K. Burrows and Michael R. Isby of Simpson Tacher represented JPMorgan Chase Bank, N.A. and Goldman Sachs Bank on the deal. Stephen M. Kotran of Sullivan & Cromwell LLP represented Goldman Sachs & Co. LLC on the deal. American Stock Transfer & Trust Company, LLC acted as transfer agent to Neogen. Innisfree M&A Inc. acted as proxy solicitor to Neogen. Neogen will pay a fee of $25,000 to Innisfree, plus a success fee of $25,000 if Neogen's shareholders approve the proposals required in connection with the transaction. Centerview Partners LLC and Weil, Gotshal & Manges LLP acted as due diligence providers to Neogen.
Neogen Corporation (NasdaqGS:NEOG) completed the acquisition of Food Safety Business from 3M Company (NYSE:MMM) on September 1, 2022.As part of the terms of the agreement, two additional Directors will be appointed to Neogen's Board of Directors shortly after close, increasing Neogen's Board to a total of 10 members