.6
NOTICE OF GUARANTEED DELIVERY
for shares of Common Stock of
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
(Not to be used for signature guarantees)
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 SHARES OF 3M COMMON STOCK TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.
This Notice of Guaranteed Delivery, or a substantially equivalent form, must be used to accept the exchange offer, as set forth in the prospectus, dated August 4, 2022 (the “Prospectus”), and the related Letter of Transmittal and Exchange and Transmittal Instruction Booklet (taken together, the “Letter of Transmittal”) in the following circumstances:
(1) if certificates representing shares of 3M Company (“3M”) common stock, par value $0.01 per share (“3M common stock”), are not immediately available;
(2) if shares of 3M common stock or other required documents cannot be delivered to Equiniti Trust Company (the “Distribution Exchange Agent”) on or before the expiration of the exchange offer; or
(3) if the procedures for book-entry transfer cannot be completed on a timely basis.
This Notice of Guaranteed Delivery may be transmitted by facsimile or mailed to the Distribution Exchange Agent as described in the Prospectus and must include a guarantee by a “U.S. eligible institution” (as defined in the Prospectus). Any 3M stockholder who validly tenders (and does not properly withdraw) shares of 3M common stock for shares of common stock, par value $0.01 per share (“Garden SpinCo common stock”), of Garden SpinCo Corporation (“Garden SpinCo”) in the exchange offer will waive their rights with respect to such shares to receive, and forfeit any rights to, shares of Garden SpinCo common stock distributed on a pro rata basis to 3M stockholders in the Clean-Up Spin-Off (as defined in the Prospectus) in the event the exchange offer is not fully subscribed. Additional information can be found in the section entitled “Exchange Offer—Terms of This Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures” in the Prospectus. Only registered stockholders (including any participant in The Depository Trust Company whose name appears on a security position listing as the owner of shares of 3M common stock) may submit this Notice of Guaranteed Delivery.