.5
3M COMPANY
Offer to Exchange
All Shares of Common Stock of
GARDEN SPINCO CORPORATION
which are owned by 3M Company and
will be converted into the right to receive Shares of Common Stock of Neogen Corporation for
Shares of Common Stock of 3M Company
Pursuant to the Prospectus, dated August 4, 2022
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON AUGUST 31, 2022, UNLESS THE EXCHANGE OFFER IS EXTENDED OR TERMINATED. SHARES OF 3M COMMON STOCK TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.
August 4, 2022
To Banks, Brokers and Other Nominees:
3M Company (“3M”) is offering, upon the terms and subject to the conditions set forth in the enclosed prospectus, dated August 4, 2022 (together with any amendments or supplements thereto, the “Prospectus”), to exchange all shares of common stock (“Garden SpinCo common stock”) of Garden SpinCo Corporation, a Delaware corporation (“Garden SpinCo”), that are owned by 3M, for shares of common stock of 3M (“3M common stock”) that are validly tendered and not properly withdrawn. Immediately following the consummation of the exchange offer, and if necessary, the Clean-Up Spin-Off, 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 in treasury or by Neogen or Merger Sub, which shares will be canceled and cease to exist, with no consideration being delivered in exchange therefor (the “Merger Excluded Shares”)) will be converted into the right to receive a number of fully paid and nonassessable shares of common stock, par value $0.16 per share, of Neogen (“Neogen common stock”) equal to the Exchange Ratio. Prior to the consummation of the exchange offer, 3M will cause the total number of shares of Garden SpinCo common stock outstanding immediately prior to the consummation of the exchange offer to be that number that results in the Exchange Ratio equaling one. As a result, each share of Garden SpinCo common stock (except for the Merger Excluded Shares) will be converted into the right to receive one share of Neogen common stock in the Merger. Capitalized terms used but not defined herein will have the meanings ascribed to them in the Prospectus.
We are asking you to furnish copies of the enclosed materials to your clients for whom you hold shares of 3M common stock, whether such shares are registered in your name or in the name of your nominee. You will be reimbursed for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients.
As described in the Prospectus, 3M is not conducting the exchange offer in any jurisdiction where the offer, sale or exchange is not permitted. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by the exchange offer are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the exchange offer presented does not extend to you.
No bank, broker or other nominee shall be deemed to be the agent of 3M, Garden SpinCo, Neogen, the Distribution Exchange Agent, the Merger Exchange Agent or the information agent for purposes of the exchange offer.
3M’s obligation to exchange shares of Garden SpinCo common stock for shares of 3M common stock is subject to certain conditions, as described in the Prospectus, which you should review in detail, and which may be waived by 3M as described in the Prospectus.
For your information and for forwarding to your clients for whom you hold shares of 3M common stock, registered in your name or in the name of your nominee, we are enclosing the following documents:
1. | the Prospectus, dated August 4, 2022; |