3M Co SC TO-I/A, filed Sep 1, 2022
3M Co (MMM)
SC TO-I/A
2022-09-01
View Original
Added on
October 17, 2026
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3
3M COMPANY
(Name of Subject Company (Issuer))
3M Company
(Name of Filing Person (Offeror))
Common Stock, $0.01 par value
(Title of Class of Securities)
88579Y101
(CUSIP Number of Class of Securities)
Kevin H. Rhodes
Executive Vice President and Chief Legal Affairs Officer
3M Center, Building 220-9E-02
St. Paul, Minnesota 55144
(651) 733-1110
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copies to:
|
Steven A. Rosenblum
|
Michael J. Aiello
|
|
|
Jenna E. Levine
|
Eoghan P. Keenan
|
|
|
Wachtell, Lipton, Rosen & Katz
|
Michelle A. Sargent
|
|
|
51 West 52nd Street
|
Weil, Gotshal & Manges LLP
|
|
|
New York, New York 10019
|
767 5th Avenue
|
|
|
Telephone: (212) 403-1000
|
New York, New York 10153
|
|
|
Facsimile: (212) 403-2000
|
Telephone: (212) 310-8000
|
|
|
Facsimile: (212) 310-8007
|
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transaction to which the statement relates:
☐ third party tender offer subject to Rule 14d-1.
☒ issuer tender offer subject to Rule 13e-4.
☐ going private transaction subject to Rule 13e-3.
☐ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer).
☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).
This Amendment No. 3 amends and supplements the Issuer Tender Offer Statement on Schedule TO filed by 3M Company, a Delaware corporation (“3M”), with the Securities and Exchange Commission (the “SEC”) on August 4, 2022, as amended by Amendment No.
1 to the Issuer Tender Offer Statement, filed with the SEC on August 12, 2022 and Amendment No. 2 to the Issuer Tender Offer Statement, filed with the SEC on August 30, 2022 (as so amended, the “Schedule TO”).
The Schedule TO relates to the offer to exchange all of the outstanding shares of common stock, par value $0.01 per share (“Garden SpinCo common stock”), of Garden SpinCo Corporation, a Delaware corporation (“Garden SpinCo”), for shares of common
stock, par value $0.01 per share (“3M common stock”), of 3M that are validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer (as defined below). Following the consummation of the Exchange Offer, Nova RMT Sub, Inc.
(“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Neogen Corporation, a Michigan corporation (“Neogen”), will be merged with and into Garden SpinCo, whereby the separate corporate existence of Merger Sub will cease and Garden
SpinCo will continue as the surviving corporation and a wholly owned subsidiary of Neogen (the “Merger”). In the Merger, each outstanding share of Garden SpinCo common stock (except for shares of Garden SpinCo common stock held by Garden SpinCo as
treasury stock or by Neogen or Merger Sub, which shares will be canceled and cease to exist, without any consideration being delivered in exchange therefor) will be converted into the right to receive shares of common stock, par value $0.01 per
share, of Neogen (“Neogen common stock”), together with cash in lieu of any fractional shares of Neogen common stock, upon the terms and subject to the conditions described in the Prospectus, dated August 4, 2022 (the “Prospectus”), the Letter of
Transmittal and the Exchange and Transmittal Information Booklet, copies of which were attached as Exhibits (a)(i), (a)(ii) and (a)(iii) to the Schedule TO, respectively (which, together with any amendments or supplements thereto, collectively
constitute the “Exchange Offer”). In connection with the Exchange Offer, Garden SpinCo has filed with the SEC, under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4 and Form S-1 (Registration No.
333-263669) (as amended, the “Registration Statement”) to register the shares of Garden SpinCo common stock offered in exchange for shares of 3M common stock tendered in the Exchange Offer and to be distributed in any clean-up spin-off to the extent
that the Exchange Offer is not fully subscribed. Neogen has filed under the Securities Act a registration statement on Form S-4 (Registration No. 333-263667) to register the shares of Neogen common stock that will be issued in the Merger.
This Amendment No. 3 shall be read together with the Schedule TO. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO.
Item 4. Terms of the Transactions.
Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Exchange Offer, is hereby amended and supplemented by adding the following thereto:
The Exchange Offer expired at 11:59 p.m., New York City time, on August 31, 2022. Based on a preliminary count by the exchange agent as of the expiration time, approximately 215,199,594 shares of 3M common stock were tendered prior to the
expiration of the Exchange Offer, including approximately 111,056,104 shares that were tendered by notice of guaranteed delivery.
Based on the preliminary results, 3M will exchange a total of approximately 15,989,536 shares of 3M common stock in the Exchange Offer, resulting in a preliminary proration factor of approximately 6.95 percent. The preliminary results include an
estimated 1,115,836 shares of 3M common stock tendered by odd-lot stockholders not subject to proration. 3M will not be able to determine the final proration factor until after the expiration of the guaranteed delivery period at 5:00 p.m., New York
City time, on September 2, 2022. 3M will publicly announce the final results, including the final proration factor, which may be different from these preliminary estimates, after they have been determined. Once the final results of the Exchange Offer
are available, Neogen’s exchange agent will deliver the appropriate number of shares of Neogen common stock, as well as cash in lieu of fractional shares.
Following the consummation of the Exchange Offer, the Merger closed effective as of September 1, 2022. In the Merger, each share of Garden SpinCo common stock outstanding immediately following the Exchange Offer was converted into one share of
Neogen common stock (with cash to be paid in lieu of fractional shares in accordance with the Merger Agreement).
On September 1, 2022, 3M issued a press release announcing the preliminary results of the Exchange Offer and a press release announcing the closing of the Exchange Offer and the Merger, copies of which are attached, respectively, as Exhibit
(a)(1)(xi) and Exhibit (a)(1)(xii) hereto and are incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
Item 8 of the Schedule TO is hereby amended and supplemented as follows:
(b) Securities Transactions. Based on the information available to 3M as of September 1, 2022, other than with respect to 3M’s employee benefit plans, the following table sets forth the transactions in 3M common stock by directors and executive
officers of 3M in the past 60 days:
|
Name
|
Date of Transaction
|
Number and Type of Securities
|
Price Per Share
|
Type of Transaction
|
|
Monish Patolawala
|
July 5, 2022
|
6,013 shares of common stock
|
$128.48
|
Acquisition of shares upon settlement of restricted stock units under 3M’s long-term incentive plan
|
|
Michael Eskew
|
July 29, 2022
|
311.677 deferred stock units
|
$140.37
|
Acquisition of deferred stock units under the terms of 3M’s Compensation Plan for Non-employee Directors and long-term incentive plan
|
|
James Fitterling
|
July 29, 2022
|
240.436 deferred stock units
|
$140.37
|
Acquisition of deferred stock units under the terms of 3M’s Compensation Plan for Non-employee Directors and long-term incentive plan
|
|
Muhtar Kent
|
July 29, 2022
|
276.057 shares of common stock
|
$140.37
|
Acquisition of shares pursuant to 3M’s Compensation Plan for Non-employee Directors and its long-term incentive plan
|
|
Michael G. Vale
|
August 2, 2022
|
43,705 shares of common stock
|
$101.49
|
Acquisition of shares upon exercise of stock options granted under 3M’s long-term incentive plan
|
|
Michael G. Vale
|
August 2, 2022
|
36,771 shares of common stock
|
$143.23
|
Disposition of shares pursuant to a market sale
|
|
Name
|
Date of Transaction
|
Number and Type of Securities
|
Price Per Share
|
Type of Transaction
|
|
Zoe L. Dickson
|
August 4, 2022
|
2,265 shares of common stock
|
$101.49
|
Acquisition of shares upon exercise of stock options granted under 3M’s long-term incentive plan
|
|
Zoe L. Dickson
|
August 4, 2022
|
2,265 shares of common stock
|
$144.40
|
Disposition of shares pursuant to a market sale
|
|
John P. Banovetz
|
August 10, 2022
|
3,145 shares of common stock
|
$101.49
|
Acquisition of shares upon exercise of stock options granted under 3M’s long-term incentive plan
|
|
John P. Banovetz
|
August 10, 2022
|
3,145 shares of common stock
|
$150.32
|
Disposition of shares pursuant to a market sale
|
|
Eric D. Hammes
|
August 17, 2022
|
3,145 shares of common stock
|
$101.49
|
Acquisition of shares upon exercise of stock options granted under 3M’s long-term incentive plan
|
|
Eric D. Hammes
|
August 17, 2022
|
3,145 shares of common stock
|
$147.41
|
Disposition of shares pursuant to a market sale
|
Item 12(a). Exhibits.
Item 12(a) of the Schedule TO is amended and supplemented by adding the following exhibits thereto:
|
Exhibit
No.
|
Description
|
|
|
Press Release by 3M Company, dated September 1, 2022 (incorporated by reference to Exhibit 99.1 of 3M’s Form 8-K filed with the U.S. Securities and Exchange Commission on September 1, 2022)
|
||
|
Press Release by 3M Company, dated September 1, 2022 (incorporated by reference to Exhibit 99.2 of 3M’s Form 8-K filed with the U.S. Securities and Exchange Commission on September 1, 2022)
|
||
|
Text of the website that is being maintained in connection with the Exchange Offer, updated on August 30, 2022 (incorporated by reference to 3M’s Form 425 filed with the Securities and Exchange Commission on August 30, 2022)
|
||
|
Text of the website that is being maintained in connection with the Exchange Offer, updated on August 31, 2022 (incorporated by reference to 3M’s Form 425 filed with the Securities and Exchange Commission on August 31, 2022)
|
||
| (a)(5)(xxiv) |
Text of the website that is being maintained in connection with the Exchange Offer, updated on September 1, 2022 (incorporated by reference to 3M’s
Form 425 filed with the Securities and Exchange Commission on September 1, 2022) |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
3M COMPANY
|
|||
|
By:
|
/s/ Michael M. Dai |
||
|
Name:
|
Michael M. Dai
|
||
|
Title:
|
Vice President, Associate General Counsel and Secretary
|
||
Dated: September 1, 2022