3M Company / MMM
Дата на съобщението : 24.08.2022 14:00
Тип на съобщението : Напомняне за събитие, което вече е обявено
ISIN : US88579Y1010
Тип на събитието : Замяна
Описание на събитието : Замяна на притежваните ценни книжа за други ценни книжа и/или пари в брой. Замяната може да бъде задължителна или доброволна, включваща замяна на ценни книжа в обращение за различни ценни книжа и/или пари в брой. Например „оферта за замяна“, „капиталова реорганизация/преструктуриране“ или „разделяне на средства“.
Дата на обявяване на събитието: 09.08.2022 г.
Допълнителна информация
. . . SUMMARY . INSTRUCTIONS PER BO: YES BO DISCLOSURE REQUIRED: NO PAPERWORK: NO INSTRUCTION WITHDRAWAL: YES . . . 1. EVENT DETAILS . 3M IS OFFERING TO EXCHANGE ALL SHARES OF GARDEN SPINCO COMMON STOCK THAT ARE OWNED BY 3M FOR OUTSTANDING SHARES OF 3M COMMON STOCK (AND WILL BE CONVERTED INTO SHARES OF COMMON STOCK OF NEOGEN CORPORATION), AT AN EXCHANGE RATIO TO BE CALCULATED IN THE MANNER DESCRIBED IN THE OFFER TO EXCHANGE PROSPECTUS, UPON TERMS AND SUBJECT TO THE CONDITIONS AND LIMITATIONS. . 3M CURRENTLY EXPECTS THAT AP PROXIMATELY 108.3 MILLION SHARES OF GARDEN SPINCO COMMON STOCK WILL BE AVAILABLE IN THIS EXCHA NGE OFFER. THE NUMBER OF SHARES OF 3M COMMON STOCK THAT WILL BE ACCEPTED FOR EXCHANGE IF THIS EXCHANGE OFFER IS COMPLETED WILL DEPEND ON THE FINAL EXCHANGE RATIO, THE NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK OFFERED AND THE NUMBER OF SHARES OF 3M COMMON STOCK TENDERED. . ODD LOT: ANY BENEFICIAL OF FEWER THAN 100 SHARES OF 3M COMMON STOCK WH O WISHES TO TENDER ALL OF SUCH BENEFICIAL HOLDERS SHARES OF 3M COMMON STOCK IN THIS EXCHANGE OFFER SHOULD SUBMIT ODD LOT INSTRUCTIONS (OPTION 1), WHICH WILL NOT BE SUBJECT TO PRORATION IF THIS EXCHANGE OFFER IS OVERSUBSCRIBED. BENEFICIAL HOLDERS OF 100 OR MORE SHARES OF 3M COMMON STOCK ARE NOT ELIGIBLE FOR THIS PREFERENCE. . HOLDERS MAY TENDER AL L, SOME OR NONE OF A HOLDERS SHARES OF 3M COMMON STOCK. FOR EACH SHARE OF 3M COMMON STOCK THAT A HOLDER VALIDLY TENDERS IN THIS EXCHANGE OFFER AND DOES NOT PROPERLY WITHDRAW AND THAT IS ACCEPTED FOR EXCHANGE, THE HOLDER WILL RECEIVE A NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK AT A 7 PCT DISCOUNT TO THE PER SHARE VALUE OF NEOGEN COMMON STOCK , CALCULATED AS SET FORTH IN THE OFFER TO EXCHANGE PROSPECTUS, SUBJECT TO AN UPPER LIMIT OF 7.3515 SHARES OF GARDEN SPINCO COMMON STOCK PER SHARE OF 3M COMMON STOCK. . STATED ANOTHER WAY, SUBJECT TO THE UPPER LIMIT DESCRIBED BELOW, FOR EACH USD 100 OF A HOLDERS 3M COMMON STOCK ACCEPTED FOR EXCHANGE IN THIS EXCHANGE OFFER, THE HOLDER WILL RECEIVE A PPROXIMATELY USD 107.53 OF GARDEN SPINCO COMMON STOCK. . THE FINAL CALCULATED PER SHARE VALUE AND PER SHARE VALUE, AS APPLICABLE, WILL BE EQUAL TO: 1. WITH RESPECT TO 3M COMMON STOCK, THE SIMPLE ARITHMETIC AVERAGE OF THE DAILY VWAP OF 3M COMMON STOCK O N THE NYSE FOR EACH OF THE VALUATION DATES, AS REPORTED BY BLOOMBERG L.P. THROUGH THE PRICE AND VOLUME DASHBOARD FOR MMM UN(EQUITY)
AQR. 2. WITH RESPECT TO GARDEN SPINCO COMMON STOCK, THE SIMPLE ARITHMETIC AVERAGE OF THE DAILY VWAP OF NEOGEN COMMON STOCK ON NASDAQ FOR EACH OF THE VALUATION DATES, AS REPORTED BY BLOOMBERG L.P. THROUGH THE PRICE AN D VOLUME DASHBOARD FOR NEOG UW(EQUITY)
AQR. THE DAILY VWAP PROVIDED BY BLOOMBERG L.P. MAY BE DIF FERENT FROM OTHER SOURCES OF VOLUME WEIGHTED AVERAGE PRICES OR INVESTORS OR SECURITY HOLDERS OWN CALCULATIONS OF VOLUME WEIGHTED AVERAGE PRICES. 3M WILL DETERMINE SUCH CALCULATIONS OF THE PER SHARE VALUE OF 3M COMMON STOCK AND THE PER SHARE VALUE OF GAR DEN SPINCO COMMON STOCK, AND SUCH DETERMINATION WILL BE FINAL. IF THE UPPER LIMIT ON THE NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK THAT CAN BE RECEIVED FOR EACH SHARE OF 3M COMMON STOCK TENDERED AND ACCEPTED FOR EXCHANGE IS IN EFFECT, THEN THE EXCHANGE RATIO WILL BE FIXED AT THE LIMIT. UPPER LIMIT: THE NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK A HOLDER CAN RECEIVE IN THIS EXCHANGE OFFER IS SUBJECT TO AN UPPER LIMIT OF 7.3515 SHARES OF GARDEN SPINCO COMMON STOCK FOR EACH SHARE OF 3M COMMON STOCK ACCEPTED FOR EXCHANGE IN THIS EXCHANGE OFFER. IF THE UPPER LIMIT IS IN EFFECT, A STOCKHOLDER WILL RECEIVE LESS (AND COULD RECEIVE MUCH LESS)
THAN USD 107.53 OF GARDEN SPINCO COMMON STOCK F OR EACH USD 100 OF 3M COMMON STOCK THAT THE STOCKHOLDER VALIDLY TENDERS, THAT IS NOT PROPERLY WI THDRAWN AND THAT IS ACCEPTED FOR EXCHANGE IN THIS EXCHANGE OFFER. THIS UPPER LIMIT WAS CALCULATED BASED ON A 12 PCT DISCOUNT FOR SHARES OF GARDEN SPINCO COMMON STOCK BASED ON THE CLOSING PRICE OF 3M COMMON STOCK ON THE NYSE AND NEOGEN COMMON STOCK ON TH E NASDAQ, IN EACH CASE ON 03AUG22, THE TRADING DAY IMMEDIATELY PRECEDING THE COMMENCEMENT OF THE EXCHANGE OFFER. . HOLDERS SHOULD REVIEW OFFER TERMS REGARDING PRORATION AND ROUNDING. 3M COMMON STOCK IS LISTED ON THE NYSE UNDER THE SYMBOL MMM. NEOGEN COMMON STOCK IS LISTED ON NASDAQ UNDER THE SYMBOL NEOG. ON AUGUST 2, 2022, THE LAST REPORTED SALE PR ICE OF 3M COMMON STOCK ON THE NYSE WAS USD 141.75 PER SHARE, AND THE LAST REPORTED SALE PRICE OF NEOGEN COMMON STOCK ON NASDAQ WAS USD 22.11 PER SHARE. . . . 2. HOW TO INSTRUCT . PLEASE SEND A SWIFT OR CREATION ONLINE/XACT MESSAGE TO PARTICIPATE IN THE OFFER. YOUR INSTRUCTION MUST INCLUDE YOUR ACCOUNT NUMBER, ISIN CODE, F ULL CONTACT DETAILS AND AMOUNT TO BE INSTRUCTED (PLEASE REFER TO THE ELIGIBLE BALANCE ON YOUR AC COUNT). . HOLDERS SUBMITTING INSTRUCTIONS COMPLY WITH THE TERMS AND CONDITIONS. . NOTE: BY SUBMITTING YOUR INSTRUCTION THROUGH CLEARSTREAM YOU HAVE IRREVOCABLY AND AUTOMATICALLY ACCEPTED: (I)
THE DISCLOSURE OF YOUR ACCOUNT DETAILS (NOT YOUR UNDERLYING H OLDER AND, (II)
TO BE BOUND TO THE TERMS AND CONDITIONS, (III)
THE BLOCKING OF YOUR INSTRUCTED B ALANCE, . 2.1. INSTRUCTION PER BO . OPTION 001: YES . OPTION 002: YES . 2.2. BO REQUIREMENTS . OPTION 001: NONE . OPTION 002: NONE . 2.3. PAPERWORK . OPTION 001: NONE . OPTION 002: NONE . . 3. PROCEEDS . PRICING MECHANISM: THE TE RMS OF THIS EXCHANGE OFFER ARE DESIGNED TO RESULT IN HOLDERS RECEIVING USD 107.53 OF GARDEN SPIN CO COMMON STOCK FOR EACH USD
Тип на съобщението : Напомняне за събитие, което вече е обявено
ISIN : US88579Y1010
Тип на събитието : Замяна
Описание на събитието : Замяна на притежваните ценни книжа за други ценни книжа и/или пари в брой. Замяната може да бъде задължителна или доброволна, включваща замяна на ценни книжа в обращение за различни ценни книжа и/или пари в брой. Например „оферта за замяна“, „капиталова реорганизация/преструктуриране“ или „разделяне на средства“.
Дата на обявяване на събитието: 09.08.2022 г.
Допълнителна информация
. . . SUMMARY . INSTRUCTIONS PER BO: YES BO DISCLOSURE REQUIRED: NO PAPERWORK: NO INSTRUCTION WITHDRAWAL: YES . . . 1. EVENT DETAILS . 3M IS OFFERING TO EXCHANGE ALL SHARES OF GARDEN SPINCO COMMON STOCK THAT ARE OWNED BY 3M FOR OUTSTANDING SHARES OF 3M COMMON STOCK (AND WILL BE CONVERTED INTO SHARES OF COMMON STOCK OF NEOGEN CORPORATION), AT AN EXCHANGE RATIO TO BE CALCULATED IN THE MANNER DESCRIBED IN THE OFFER TO EXCHANGE PROSPECTUS, UPON TERMS AND SUBJECT TO THE CONDITIONS AND LIMITATIONS. . 3M CURRENTLY EXPECTS THAT AP PROXIMATELY 108.3 MILLION SHARES OF GARDEN SPINCO COMMON STOCK WILL BE AVAILABLE IN THIS EXCHA NGE OFFER. THE NUMBER OF SHARES OF 3M COMMON STOCK THAT WILL BE ACCEPTED FOR EXCHANGE IF THIS EXCHANGE OFFER IS COMPLETED WILL DEPEND ON THE FINAL EXCHANGE RATIO, THE NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK OFFERED AND THE NUMBER OF SHARES OF 3M COMMON STOCK TENDERED. . ODD LOT: ANY BENEFICIAL OF FEWER THAN 100 SHARES OF 3M COMMON STOCK WH O WISHES TO TENDER ALL OF SUCH BENEFICIAL HOLDERS SHARES OF 3M COMMON STOCK IN THIS EXCHANGE OFFER SHOULD SUBMIT ODD LOT INSTRUCTIONS (OPTION 1), WHICH WILL NOT BE SUBJECT TO PRORATION IF THIS EXCHANGE OFFER IS OVERSUBSCRIBED. BENEFICIAL HOLDERS OF 100 OR MORE SHARES OF 3M COMMON STOCK ARE NOT ELIGIBLE FOR THIS PREFERENCE. . HOLDERS MAY TENDER AL L, SOME OR NONE OF A HOLDERS SHARES OF 3M COMMON STOCK. FOR EACH SHARE OF 3M COMMON STOCK THAT A HOLDER VALIDLY TENDERS IN THIS EXCHANGE OFFER AND DOES NOT PROPERLY WITHDRAW AND THAT IS ACCEPTED FOR EXCHANGE, THE HOLDER WILL RECEIVE A NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK AT A 7 PCT DISCOUNT TO THE PER SHARE VALUE OF NEOGEN COMMON STOCK , CALCULATED AS SET FORTH IN THE OFFER TO EXCHANGE PROSPECTUS, SUBJECT TO AN UPPER LIMIT OF 7.3515 SHARES OF GARDEN SPINCO COMMON STOCK PER SHARE OF 3M COMMON STOCK. . STATED ANOTHER WAY, SUBJECT TO THE UPPER LIMIT DESCRIBED BELOW, FOR EACH USD 100 OF A HOLDERS 3M COMMON STOCK ACCEPTED FOR EXCHANGE IN THIS EXCHANGE OFFER, THE HOLDER WILL RECEIVE A PPROXIMATELY USD 107.53 OF GARDEN SPINCO COMMON STOCK. . THE FINAL CALCULATED PER SHARE VALUE AND PER SHARE VALUE, AS APPLICABLE, WILL BE EQUAL TO: 1. WITH RESPECT TO 3M COMMON STOCK, THE SIMPLE ARITHMETIC AVERAGE OF THE DAILY VWAP OF 3M COMMON STOCK O N THE NYSE FOR EACH OF THE VALUATION DATES, AS REPORTED BY BLOOMBERG L.P. THROUGH THE PRICE AND VOLUME DASHBOARD FOR MMM UN(EQUITY)
AQR. 2. WITH RESPECT TO GARDEN SPINCO COMMON STOCK, THE SIMPLE ARITHMETIC AVERAGE OF THE DAILY VWAP OF NEOGEN COMMON STOCK ON NASDAQ FOR EACH OF THE VALUATION DATES, AS REPORTED BY BLOOMBERG L.P. THROUGH THE PRICE AN D VOLUME DASHBOARD FOR NEOG UW(EQUITY)
AQR. THE DAILY VWAP PROVIDED BY BLOOMBERG L.P. MAY BE DIF FERENT FROM OTHER SOURCES OF VOLUME WEIGHTED AVERAGE PRICES OR INVESTORS OR SECURITY HOLDERS OWN CALCULATIONS OF VOLUME WEIGHTED AVERAGE PRICES. 3M WILL DETERMINE SUCH CALCULATIONS OF THE PER SHARE VALUE OF 3M COMMON STOCK AND THE PER SHARE VALUE OF GAR DEN SPINCO COMMON STOCK, AND SUCH DETERMINATION WILL BE FINAL. IF THE UPPER LIMIT ON THE NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK THAT CAN BE RECEIVED FOR EACH SHARE OF 3M COMMON STOCK TENDERED AND ACCEPTED FOR EXCHANGE IS IN EFFECT, THEN THE EXCHANGE RATIO WILL BE FIXED AT THE LIMIT. UPPER LIMIT: THE NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK A HOLDER CAN RECEIVE IN THIS EXCHANGE OFFER IS SUBJECT TO AN UPPER LIMIT OF 7.3515 SHARES OF GARDEN SPINCO COMMON STOCK FOR EACH SHARE OF 3M COMMON STOCK ACCEPTED FOR EXCHANGE IN THIS EXCHANGE OFFER. IF THE UPPER LIMIT IS IN EFFECT, A STOCKHOLDER WILL RECEIVE LESS (AND COULD RECEIVE MUCH LESS)
THAN USD 107.53 OF GARDEN SPINCO COMMON STOCK F OR EACH USD 100 OF 3M COMMON STOCK THAT THE STOCKHOLDER VALIDLY TENDERS, THAT IS NOT PROPERLY WI THDRAWN AND THAT IS ACCEPTED FOR EXCHANGE IN THIS EXCHANGE OFFER. THIS UPPER LIMIT WAS CALCULATED BASED ON A 12 PCT DISCOUNT FOR SHARES OF GARDEN SPINCO COMMON STOCK BASED ON THE CLOSING PRICE OF 3M COMMON STOCK ON THE NYSE AND NEOGEN COMMON STOCK ON TH E NASDAQ, IN EACH CASE ON 03AUG22, THE TRADING DAY IMMEDIATELY PRECEDING THE COMMENCEMENT OF THE EXCHANGE OFFER. . HOLDERS SHOULD REVIEW OFFER TERMS REGARDING PRORATION AND ROUNDING. 3M COMMON STOCK IS LISTED ON THE NYSE UNDER THE SYMBOL MMM. NEOGEN COMMON STOCK IS LISTED ON NASDAQ UNDER THE SYMBOL NEOG. ON AUGUST 2, 2022, THE LAST REPORTED SALE PR ICE OF 3M COMMON STOCK ON THE NYSE WAS USD 141.75 PER SHARE, AND THE LAST REPORTED SALE PRICE OF NEOGEN COMMON STOCK ON NASDAQ WAS USD 22.11 PER SHARE. . . . 2. HOW TO INSTRUCT . PLEASE SEND A SWIFT OR CREATION ONLINE/XACT MESSAGE TO PARTICIPATE IN THE OFFER. YOUR INSTRUCTION MUST INCLUDE YOUR ACCOUNT NUMBER, ISIN CODE, F ULL CONTACT DETAILS AND AMOUNT TO BE INSTRUCTED (PLEASE REFER TO THE ELIGIBLE BALANCE ON YOUR AC COUNT). . HOLDERS SUBMITTING INSTRUCTIONS COMPLY WITH THE TERMS AND CONDITIONS. . NOTE: BY SUBMITTING YOUR INSTRUCTION THROUGH CLEARSTREAM YOU HAVE IRREVOCABLY AND AUTOMATICALLY ACCEPTED: (I)
THE DISCLOSURE OF YOUR ACCOUNT DETAILS (NOT YOUR UNDERLYING H OLDER AND, (II)
TO BE BOUND TO THE TERMS AND CONDITIONS, (III)
THE BLOCKING OF YOUR INSTRUCTED B ALANCE, . 2.1. INSTRUCTION PER BO . OPTION 001: YES . OPTION 002: YES . 2.2. BO REQUIREMENTS . OPTION 001: NONE . OPTION 002: NONE . 2.3. PAPERWORK . OPTION 001: NONE . OPTION 002: NONE . . 3. PROCEEDS . PRICING MECHANISM: THE TE RMS OF THIS EXCHANGE OFFER ARE DESIGNED TO RESULT IN HOLDERS RECEIVING USD 107.53 OF GARDEN SPIN CO COMMON STOCK FOR EACH USD
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