S-4/A 1 ny20003153x7_s4a.htm S4A

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As filed with the U.S. Securities and Exchange Commission on May 4, 2022
Registration No. 333-263669
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Garden SpinCo Corporation
(Exact name of registrant as specified in its charter)
Delaware
2899
87-4530613
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer Identification
Number)
3M Center
St. Paul, Minnesota 55144
(615) 733-1110
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Kevin H. Rhodes
Executive Vice President and Chief Legal Affairs Officer
Garden SpinCo Corporation
c/o 3M Company
3M Center, Building 220-9E-02
St. Paul, Minnesota 55144
(615) 733-1110
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Steven A. Rosenblum
Jenna E. Levine
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
Facsimile: (212) 403-2000
Amy M. Rocklin
Vice President, General Counsel and
Corporate Secretary
Neogen Corporation
620 Lesher Place
Lansing, Michigan 48912
Telephone: (517) 372-9200
Michael J. Aiello
Eoghan P. Keenan
Michelle A. Sargent
Weil, Gotshal & Manges LLP
767 5th Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement has been declared effective and the satisfaction or waiver of all other conditions to the consummation of the Exchange Offer and Merger described herein.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Smaller reporting company
Accelerated filer
Emerging growth company
Non-accelerated filer
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
  Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
  Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE
Garden SpinCo Corporation, a Delaware corporation (“Garden SpinCo”), which is a wholly owned subsidiary of 3M Company (“3M”), is filing this registration statement on Forms S-4 and S-1 (Registration No. 333-263669 to register the offer of shares of Garden SpinCo common stock, par value $0.01 per share (“Garden SpinCo common stock”), which shares will be distributed to 3M stockholders pursuant to a split-off and, in the event the Exchange Offer (as defined below) is not fully subscribed or is terminated, spin-off, in connection with a transaction pursuant to which Nova RMT Sub, Inc., a Delaware corporation (“Merger Sub”), which is a wholly owned subsidiary of Neogen Corporation, a Delaware corporation (“Neogen”), will merge with and into Garden SpinCo, with Garden SpinCo continuing as the surviving corporation and becoming a wholly owned subsidiary of Neogen (the “Merger”).
Garden SpinCo is a newly formed, wholly owned subsidiary of 3M that was incorporated specifically for the purpose of holding the Food Safety Business and effecting the Separation (as defined in the prospectus included in this registration statement). Prior to the Merger, 3M and certain of its subsidiaries will transfer certain assets and liabilities relating to the Food Safety Business to Garden SpinCo or its subsidiaries. In exchange for such transfer, 3M will receive shares of Garden SpinCo common stock and certain other consideration, which is expected to include cash and debt securities, and all shares of Garden SpinCo common stock will be distributed to 3M stockholders as described below. In connection with the closing of these transactions, 3M and certain of its subsidiaries also will directly transfer certain assets and liabilities relating to the Food Safety Business to Neogen or certain of its subsidiaries in exchange for a cash payment pursuant to the Asset Purchase Agreement (as defined in the prospectus included in this registration statement).
Garden SpinCo has not engaged in any business activities to date and does not have any material assets or liabilities of any kind, other than those business activities or assets or liabilities incident to its formation and those incurred in connection with the Transactions (as defined in the prospectus included in this registration statement). Following the distribution of the shares of Garden SpinCo common stock to 3M stockholders pursuant to the Exchange Offer (as defined below) and, if applicable, any Clean-Up Spin-Off (as defined below), the shares of Garden SpinCo common stock will be immediately converted into the right for such stockholders to receive shares of Neogen common stock pursuant to the Merger. Neogen will file a proxy statement that relates to the special meeting of Neogen shareholders to approve the issuance of shares of Neogen common stock in the Merger and certain other matters. In addition, Neogen has filed a registration statement on Form S-4 (Registration No. 333-263667) to register the shares of its common stock that will be issued in the Merger.
3M will determine whether the shares of Garden SpinCo common stock will be distributed to 3M stockholders in a pro rata distribution or an exchange offer and, if the distribution is conducted as an exchange offer, the terms of such exchange offer based on market conditions and other factors prior to the closing of the Merger, which market conditions and other factors may include, but are not limited to, the relative valuation of 3M common stock compared to Neogen common stock, the implied valuation of the Food Safety Business, the assessment by 3M of the number of shares of 3M common stock expected to be tendered in an exchange offer and the size of the discount, if any, expected to be required to incentivize participation by 3M stockholders, and general macroeconomic conditions.
Garden SpinCo and Neogen are filing their registration statements (including this registration statement) under the assumption that the distribution of Garden SpinCo common stock will occur through an exchange offer where 3M will offer to its stockholders the option to exchange all or a portion of their shares of 3M common stock, par value $0.01 per share (“3M common stock”), for shares of Garden SpinCo common stock, which shares of Garden SpinCo common stock would automatically convert into the right to receive shares of Neogen common stock upon the effective time of the Merger (the “Exchange Offer”). As a result, there would be a reduction in the issued and outstanding shares of 3M common stock equal to the number of shares accepted in the Exchange Offer. If the Exchange Offer is not fully subscribed because the number of shares of 3M common stock tendered and accepted in the Exchange Offer results in fewer than all of the shares of Garden SpinCo common stock being exchanged, then 3M will distribute the remaining shares of Garden SpinCo common stock owned by 3M on a pro rata basis to 3M stockholders whose shares of 3M common stock remain outstanding after consummation of the Exchange Offer (a “Clean-Up Spin-Off”).
However, 3M may elect to effect the distribution of Garden SpinCo common stock by way of a pro rata distribution instead of the Exchange Offer. In a pro rata distribution, all 3M stockholders would receive a pro rata number of shares of Garden SpinCo common stock based on the number of shares of 3M common stock

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that they hold. If 3M determines to distribute the shares of Garden SpinCo common stock entirely by a pro rata distribution, 3M stockholders will not be required to take any action, surrender any shares of 3M common stock or pay any consideration in order to receive shares of Garden SpinCo common stock on a pro rata basis. Furthermore, if 3M determines to distribute the shares of Garden SpinCo common stock entirely by a pro rata distribution, then the aggregate number of shares of 3M common stock outstanding will not be affected as a result of completion of the Distribution (as defined under “Selected Definitions”).
Garden SpinCo is filing this registration statement under the assumption that the shares of Garden SpinCo common stock will be distributed to 3M stockholders pursuant to a split-off. No final decision has been made about the form of the Distribution or the final terms of any exchange offer (including whether to offer any discount for shares of Garden SpinCo common stock). Once a final decision is made regarding the manner of distribution of the shares of Garden SpinCo common stock, this registration statement on Form S-4 and Form S-1 and Neogen’s registration statement on Form S-4 will be amended to reflect that decision, if necessary.

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The information in this prospectus is not complete and may be changed. We may not sell the securities described in this document until the registration statement filed with the Securities and Exchange Commission relating thereto is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION, DATED MAY 4, 2022
PROSPECTUS—OFFER TO EXCHANGE
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 Shares of Common Stock of
NEOGEN CORPORATION
for
Outstanding Shares of Common Stock of 3M Company
3M Company (“3M”) is offering to exchange all shares of common stock, par value $0.01 per share (“Garden SpinCo common stock”), of Garden SpinCo Corporation (“Garden SpinCo”) owned by 3M for outstanding shares of common stock of 3M (“3M common stock”) that are validly tendered and not properly withdrawn. The terms and conditions of this Exchange Offer (as defined below) are described in this prospectus, which you should read carefully. None of 3M, Garden SpinCo, any of their respective directors or officers or any of their respective representatives makes any recommendation as to whether you should participate in this Exchange Offer. You must make your own decision after reading this prospectus and consulting with your advisors.
3M’s obligation to exchange shares of Garden SpinCo common stock for shares of 3M common stock is subject to the satisfaction of certain conditions, including conditions to the consummation of the Transactions (as defined below), which include approval by the shareholders of Neogen Corporation (“Neogen”) of the issuance of shares of common stock of Neogen (“Neogen common stock”) in the Merger (as defined below).
The transactions contemplated by the Merger Agreement (as further described in “The Transaction Agreements—The Merger Agreement”), the Separation Agreement (as further described in “The Transaction Agreements—The Separation Agreement”), and the Asset Purchase Agreement (as further described in “The Transaction Agreements – Asset Purchase Agreement”) referred to in this prospectus collectively as the Transactions, are being undertaken to transfer the Food Safety Business (as defined below) from 3M, to Neogen. The aggregate value of the consideration to be paid to 3M stockholders with respect to the Food Safety Business in the Transactions is estimated, as of [   ], 2022, to be approximately $[   ] in value of Neogen common stock (calculated based on the closing price on Nasdaq of Neogen common stock as of [   ], 2022) issuable to 3M stockholders that participate in this Exchange Offer or receive shares of Garden SpinCo common stock in a potential Clean-Up Spin-Off (as defined below) if the Exchange Offer is not fully subscribed. In addition, in connection with the Transactions, Garden SpinCo will make a cash payment to 3M of an amount of cash (not to be less than $465 million) determined in relation to the aggregate adjusted bases of the assets transferred to Garden SpinCo (subject to a customary net working capital adjustment), which cash payment is referred to in this prospectus as the SpinCo Cash Payment, Neogen will make a cash payment to 3M of approximately $181 million in accordance with the Asset Purchase Agreement and Garden SpinCo may issue indebtedness to 3M.
Immediately following the consummation of this Exchange Offer and any Clean-Up Spin-Off, Nova RMT Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Neogen (“Merger Sub”), will be merged with and into Garden SpinCo (the “Merger”), 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. 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 (such shares, the “Merger Excluded Shares”)) will be converted into the right to receive a number of fully paid and nonassessable shares of Neogen common stock equal to the Exchange Ratio (as defined in “The Transactions—The Merger—Calculation of the Merger Consideration”), together with cash in lieu of any fractional shares of Neogen common stock. Prior to the consummation of this Exchange Offer, 3M will cause the total number of shares of Garden SpinCo common stock outstanding immediately prior to the Distribution (as defined below) to be that number that results in the Exchange Ratio equaling one. As a result, each share of Garden SpinCo common stock (except the Merger Excluded Shares) will be converted into one share of Neogen common stock in the Merger. The aggregate number of shares of Neogen common stock to be issued in the Merger by Neogen will result in pre-Merger holders of shares of Garden SpinCo common stock collectively owning approximately 50.1% of the shares of Neogen common stock issued and outstanding immediately after giving effect to the Merger and pre-Merger holders of Neogen common stock owning approximately 49.9% of the issued and outstanding shares of Neogen common stock. Garden SpinCo common stock will not be transferred to participants in this Exchange Offer or any Clean-Up Spin-Off; such participants will instead receive shares of Neogen common stock in the Merger. No trading market currently exists for Garden SpinCo common stock. You will not be able to trade shares of Garden SpinCo common stock before they are converted into shares of Neogen common stock in the Merger. In addition, there can be no assurance that shares of Neogen common stock, when issued in the Merger, will trade at the same prices at which shares of Neogen common stock traded prior to the Merger.
The value of 3M common stock and Garden SpinCo common stock for purposes of establishing the exchange ratio for this Exchange Offer will be determined by 3M by reference to the simple arithmetic average of the daily volume-weighted average prices (“VWAP”) on each of the Valuation Dates (as defined below) of 3M common stock on the New York Stock Exchange (the “NYSE”) and Neogen common stock on Nasdaq. The “Valuation Dates” will be the last three full trading days ending on and including the [  ] trading day preceding the expiration date of this Exchange Offer, as it may be voluntarily extended. Based on an expiration date of [ ], 2022, the Valuation Dates are expected to be [ ], 2022, [ ], 2022 and [ ], 2022. See “Exchange Offer—Terms of This Exchange Offer.”
This Exchange Offer is designed to permit you to exchange your shares of 3M common stock for shares of Garden SpinCo common stock at a [ ]% discount to the per-share value of Neogen common stock, calculated as set forth in this prospectus, subject to the upper limit described below. For each $100 of your 3M common stock accepted for exchange in this Exchange Offer, you will receive approximately $[ ] of Garden SpinCo common stock, subject to an upper limit of [ ] shares of Garden SpinCo common stock per share of 3M common stock. This Exchange Offer does not provide for a minimum exchange ratio. See “Exchange Offer—Terms of This Exchange Offer.” If the upper limit is in effect, then the exchange ratio will be fixed at that limit. IF THE UPPER LIMIT IS IN EFFECT, AND UNLESS YOU PROPERLY WITHDRAW YOUR SHARES, YOU WILL RECEIVE LESS (AND YOU COULD RECEIVE MUCH LESS) THAN $[ ] OF GARDEN SPINCO COMMON STOCK FOR EACH $100 OF 3M COMMON STOCK THAT YOU TENDER.
The indicative exchange ratio that would have been in effect following the official close of trading on the NYSE and Nasdaq on [  ], 2022 (the second to last trading day before the date of this prospectus), based on the daily VWAPs of 3M common stock and Neogen common stock on [ ], 2022, [ ], 2022 and [ ], 2022, would have provided for [ ] shares of Garden SpinCo common stock to be exchanged for every share of 3M common stock accepted for exchange. The value of Garden SpinCo common stock issued and, following the Merger, the value of Neogen common stock received may not remain above the value of 3M common stock tendered following the expiration of this Exchange Offer.
THIS EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT [ ], NEW YORK CITY TIME, ON [ ], 2022, UNLESS THIS EXCHANGE OFFER IS EXTENDED OR TERMINATED. SHARES OF 3M COMMON STOCK TENDERED PURSUANT TO THIS EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THIS EXCHANGE OFFER.
In reviewing this prospectus, you should carefully consider the risk factors beginning on page 41 of this prospectus.
We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy.
Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities regulator has approved or disapproved of the securities described in this prospectus or determined if this prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.
The date of this prospectus is [   ], 2022.

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The final exchange ratio used to determine the number of shares of Garden SpinCo common stock that you will receive for each share of your 3M common stock accepted for exchange in this Exchange Offer will be announced by press release no later than [  ] [a.m. / p.m.], New York City time, on the [ ] full trading day prior to the expiration date. At such time, the final exchange ratio will be available at [ ] and from the information agent for this Exchange Offer at the toll-free number provided on the back cover of this prospectus. 3M will announce whether the upper limit on the number of shares that can be received for each share of 3M common stock tendered and accepted for exchange will be in effect, through [ ] and by press release, no later than 9 a.m., New York City time, on the second to last full trading day prior to the expiration date. Commencing after the close of trading on the third trading day of this Exchange Offer, indicative exchange ratios (calculated in the manner described in this prospectus) also will be available on that website and from the information agent at the toll-free number provided on the back cover of this prospectus.
This prospectus provides information regarding 3M, Garden SpinCo, Neogen, this Exchange Offer (including a potential Clean-Up Spin-Off), and the Merger and the other Transactions. 3M common stock is listed on the NYSE under the symbol “MMM.” Neogen common stock is listed on Nasdaq under the symbol “NEOG.” On [ ], 2022, the last reported sale price of 3M common stock on the NYSE was $[ ] per share, and the last reported sale price of Neogen common stock on Nasdaq was $[ ] per share. The market prices of 3M common stock and of Neogen common stock will fluctuate prior to the completion of this Exchange Offer and thereafter and may be higher or lower at the expiration date of this Exchange Offer than the prices set forth above. No trading market currently exists for Garden SpinCo common stock. Garden SpinCo has not applied for listing of the Garden SpinCo common stock on any exchange.
If this Exchange Offer is consummated but is not fully subscribed because less than all the shares of Garden SpinCo common stock owned by 3M are exchanged, the remaining shares of Garden SpinCo common stock owned by 3M will be immediately distributed to 3M stockholders whose shares of 3M common stock remain outstanding after the consummation of this Exchange Offer pursuant to a pro rata distribution (a “Clean-Up Spin-Off”). Any 3M stockholder who validly tenders (and does not properly withdraw) shares of 3M common stock that are accepted for exchange in this Exchange Offer will, with respect to such shares, waive their rights to receive, and forfeit any rights to, shares of Garden SpinCo common stock distributed in the Clean-Up Spin-Off. This prospectus covers all shares of Garden SpinCo common stock offered by 3M in this Exchange Offer and all shares of Garden SpinCo common stock that may be distributed by 3M in a spin-off (including the Clean-Up Spin-Off) to holders of shares of 3M common stock. If this Exchange Offer is terminated by 3M without the exchange of shares (but the conditions to the consummation of the Transactions have otherwise been satisfied), 3M intends to distribute all shares of Garden SpinCo common stock owned by 3M on a pro rata basis to holders of 3M common stock, with a record date to be announced by 3M. See “Exchange Offer—Distribution of Garden SpinCo Common Stock Remaining After This Exchange Offer.”
Following the consummation of this Exchange Offer and any Clean-Up Spin-Off, in the Merger, Merger Sub will be merged with and into Garden SpinCo, whereupon 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. In the Merger, each outstanding share of Garden SpinCo common stock (except for the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of Neogen common stock equal to the Exchange Ratio, together with cash in lieu of any fractional shares of Neogen common stock. 3M currently expects that approximately [ ] million shares of Garden SpinCo common stock will be available in this Exchange Offer. The aggregate number of shares of Neogen common stock to be issued in the Merger by Neogen is expected to result in pre-Merger holders of shares of Garden SpinCo common stock collectively owning approximately 50.1% of the shares of Neogen common stock issued and outstanding immediately after giving effect to the Merger and pre-Merger holders of Neogen common stock owning approximately 49.9% of the issued and outstanding shares of Neogen common stock.
3M’s obligation to exchange shares of Garden SpinCo common stock for Neogen common stock is subject to the conditions listed under “Exchange Offer—Conditions to Consummation of The Exchange Offer,” including the satisfaction of conditions to the Merger, which include Neogen shareholder approval of the issuance of Neogen common stock in connection with the Merger, and other conditions.

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ANNEX
 
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This prospectus incorporates by reference important business and financial information about 3M and Neogen from documents filed with the SEC that have not been included in or delivered with this prospectus. This information is available without charge at the website that the SEC maintains at www.sec.gov, as well as from other sources. See “Where You Can Find Additional Information; Incorporation by Reference.”
You also may ask any questions about the Exchange Offer or request copies of the Exchange Offer documents and the other information incorporated by reference in this prospectus, without charge, upon written or oral request to 3M’s information agent, [   ], located at [   ] or at the telephone number [   ]. In order to receive timely delivery of the documents, you must make your requests no later than [   ], 2022.
All information contained or incorporated by reference in this prospectus with respect to Neogen, Merger Sub and their respective subsidiaries, as well as information about Neogen after the consummation of the Transactions, has been provided by Neogen. All other information contained or incorporated by reference in this prospectus with respect to 3M, Garden SpinCo or their respective subsidiaries or businesses, and with respect to the terms and conditions of the Exchange Offer, has been provided by 3M.
This prospectus is not an offer to exchange and it is not a solicitation of an offer to buy any shares of 3M common stock, Garden SpinCo common stock or Neogen common stock in any jurisdiction in which the offer, sale or exchange is not permitted. Non-U.S. stockholders should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in the shares of Garden SpinCo common stock that may apply in their home countries. 3M, Garden SpinCo and Neogen cannot provide any assurance about whether such limitations may exist. See “Exchange Offer—Certain Matters Relating to Non-U.S. Jurisdictions” for additional information about limitations on the Exchange Offer outside the United States.
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SELECTED DEFINITIONS
Certain abbreviations and terms used in the text and notes are defined as follows:
Abbreviation/Term
Definition
3M
3M Company
 
 
3M board
The board of directors of 3M Company
 
 
3M Business
The businesses and operations conducted prior to the Distribution Time by any member of the 3M Group that are not included in the Food Safety Business
 
 
3M common stock
The common stock, par value $0.01 per share, of 3M
 
 
3M Exchange Debt
If applicable, indebtedness incurred by 3M in an aggregate principal amount equal to the Above Basis Amount (as defined in the Separation Distribution) and containing terms reasonably satisfactory to 3M
 
 
3M Group
3M and each entity (other than any member of the SpinCo Group) that is a direct or indirect subsidiary of 3M immediately after the Distribution Time, and each person that becomes a subsidiary of 3M after the Distribution Time
 
 
Asset Purchase Agreement
The Asset Purchase Agreement, dated as of December 13, 2021, by and between 3M and Neogen (as it may be amended from time to time)
 
 
CADE
The Administrative Council for Economic Defense of Brazil
 
 
Clean-Up Spin-Off
The distribution by 3M following the consummation of the Exchange Offer, if the Exchange Offer is not fully subscribed, of the remaining shares of Garden SpinCo common stock owned by 3M on a pro rata basis to 3M stockholders whose shares of 3M common stock remain outstanding after consummation of the Exchange Offer
 
 
Closing
The closing of the Transactions
 
 
Closing Date
The date on which the Closing actually occurs
 
 
Contribution
The transfer of assets from 3M to Garden SpinCo and the assumption of liabilities by Garden SpinCo from 3M pursuant to the Reorganization
 
 
Debt Exchange
If applicable, the exchange by 3M of SpinCo Exchange Debt in an aggregate principal amount equal to the Above Basis Amount for outstanding 3M Exchange Debt
 
 
DGCL
Delaware General Corporation Law
 
 
Distribution
The distribution by 3M, pursuant to the Separation Agreement, of (i) up to 100% of the shares of Garden SpinCo common stock to 3M’s stockholders in this Exchange Offer followed, if necessary, by the Clean-Up Spin-Off or (ii) if this Exchange Offer is terminated, all of the outstanding shares of Garden SpinCo common stock to 3M stockholders on a pro rata basis
 
 
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Abbreviation/Term
Definition
Distribution Date
The date on which the Distribution occurs
 
 
Distribution Time
The time at which the Distribution occurs, which for accounting purposes shall be deemed to be 12:01 a.m., New York City time, on the Distribution Date, unless another time is selected by the parties
 
 
Employee Matters Agreement
The Employee Matters Agreement, dated as of December 13, 2021, by and among 3M, Garden SpinCo and Neogen (as it may be amended from time to time)
 
 
Exchange Offer
The exchange offer to which this prospectus relates, whereby 3M is offering to its stockholders the ability to exchange all or a portion of their shares of 3M common stock for shares of Garden SpinCo common stock, which shares of Garden SpinCo common stock will be immediately converted into the right to receive Neogen common stock in the Merger
 
 
Financing
The committed debt financing as contemplated by the Debt Commitment Letter (as defined below)
 
 
Food Safety Business
The business conducted by the Food Safety department of 3M and its subsidiaries of manufacturing, marketing, distributing, selling and servicing products or services designed or marketed for (i) detecting, enumerating and culturing (or collecting or holding for the purpose of detecting, enumerating, and culturing) microorganisms or food allergens in commercial food safety applications (except where solely performed to assess the need for or to evaluate the efficacy of filtration and separation products of the 3M Separation and Purification Sciences Division) and (ii) detecting adenosine triphosphate to determine the hygienic status of surfaces, products or environments, in each case in commercial food safety applications.
 
 
Garden SpinCo
Garden SpinCo Corporation, currently a wholly owned subsidiary of 3M
 
 
Garden SpinCo common stock
The common stock, par value $0.01 per share, of Garden SpinCo
 
 
Garden SpinCo stockholders
Pre-Merger holders of shares of Garden SpinCo common stock
 
 
HSR Act
The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder
 
 
IRS Ruling
A private letter ruling from the Internal Revenue Service (“IRS”) regarding certain matters germane to the U.S. federal income tax consequences of the Separation, Contribution, Distribution and Merger and any related transactions as 3M may determine in good faith consultation with Neogen
 
 
MBCA
Michigan Business Corporation Act
 
 
Merger
The merger of Merger Sub with and into Garden SpinCo, with Garden SpinCo surviving the merger as a wholly owned subsidiary of Neogen, as contemplated by the Merger Agreement
 
 
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Abbreviation/Term
Definition
Merger Agreement
The Agreement and Plan of Merger, dated as of December 13, 2021, by and among 3M, Neogen, Garden SpinCo and Merger Sub (as it may be amended from time to time)
 
 
Merger Excluded Shares
The 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 at the effective time of the Merger
 
 
Merger Sub
Nova RMT Sub, Inc., a wholly owned subsidiary of Neogen
 
 
Neogen
Neogen Corporation
 
 
Neogen board
The board of directors of Neogen
 
 
Neogen board recommendation
The Neogen board’s recommendation to Neogen shareholders to approve the Share Issuance, the Neogen Charter Amendment Proposal and the Neogen Bylaw Board Size Proposal.
 
 
Neogen Bylaw Board Size Proposal
The proposal to approve the amendment of Neogen’s bylaws to increase the maximum number of directors that may comprise the board of directors of Neogen from nine directors to eleven directors
 
 
Neogen Charter Amendment Proposal
The proposal to approve the amendment of Neogen’s Restated Articles of Incorporation, as amended, to (i) increase the number of authorized shares of Neogen common stock from 240,000,000 shares of Neogen common stock to 315,000,000 shares of Neogen common stock and (ii) increase the maximum number of directors on the Neogen board of directors from nine directors to eleven directors
 
 
Neogen common stock
The common stock, par value $0.16 per share, of Neogen
 
 
Neogen Group
Neogen and its subsidiaries, other than the SpinCo Group
 
 
Nasdaq
Nasdaq Global Select Market
 
 
Permanent Financing
Debt securities (including the SpinCo Exchange Debt) or any other long-term debt financing issued or incurred by Garden SpinCo (or its designee) in lieu of the Financing
 
 
Reorganization
The steps taken to effect the separation of the Food Safety Business from the 3M Business, as set forth in the Separation Agreement and the other applicable transaction documents, including the steps set forth in the Separation Step Plan, and (a) the Contribution, (b) the actual or deemed issuance by Garden SpinCo to 3M of shares of Garden SpinCo common stock, (c) the distribution by Garden SpinCo to 3M of the SpinCo Cash Payment and (d) any issuance by Garden SpinCo to 3M of the SpinCo Exchange Debt
 
 
Separation
The Distribution and the Reorganization
 
 
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Abbreviation/Term
Definition
separately conveyed assets
All assets proposed to be transferred, assigned, sold or conveyed to the SpinCo Group, Neogen or any affiliate of Neogen, pursuant to the transactions contemplated by the separate conveyancing instruments (as defined in the Separation Agreement, and including the Asset Purchase Agreement)
 
 
Separation Agreement
The Separation and Distribution Agreement, dated as of December 13, 2021, by and among 3M, Garden SpinCo and Neogen (as it may be amended from time to time)
 
 
Separation Step Plan
The plan and structure exchanged between the parties to effect the separation of the Food Safety Business from the 3M Business (as it may be amended from time to time)
 
 
Share Issuance
The issuance of Neogen common stock in connection with the Merger
 
 
Share Issuance Proposal
The proposal to approve the Share Issuance
 
 
SpinCo Cash Payment
The cash payment to be paid by Garden SpinCo to 3M prior to the Distribution, in an amount to be calculated as set forth in the Separation Agreement
 
 
SpinCo Exchange Debt
If applicable, the Garden SpinCo indebtedness distributed by Garden SpinCo to 3M in connection with the Reorganization
 
 
SpinCo Group
Garden SpinCo, each subsidiary of Garden SpinCo immediately after the Distribution Time and each other entity that becomes a subsidiary of Garden SpinCo after the Distribution Time
 
 
Tax Matters Agreement
The Tax Matters Agreement, to be entered into as of the Closing, by and among 3M, Garden SpinCo and Neogen (as it may be amended from time to time)
 
 
Transaction Documents
The Merger Agreement, the Separation Agreement, the Asset Purchase Agreement, the Employee Matters Agreement, the Tax Matters Agreement and the other agreements described herein
 
 
Transactions
The transactions contemplated by the Merger Agreement, the Separation Agreement, the Asset Purchase Agreement and the other Transaction Documents
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QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER AND THE TRANSACTIONS
The following are brief answers to some of the common questions that stockholders of 3M may have regarding the transactions contemplated by the Merger Agreement, the Separation Agreement and the Asset Purchase Agreement, which provide for the combination of 3M’s Food Safety Business with Neogen, including, among other things, the Separation, the Distribution and the Merger. For more detailed information about the matters discussed in these questions and answers, see “The Transactions” beginning on page 116 and “The Transaction Agreements” beginning on page 157. These questions and answers are not meant to be a substitute for the information contained in the remainder of this prospectus, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this prospectus. Stockholders of 3M are urged to read this prospectus in its entirety prior to making any decision. Additional important information is also contained in the annexes to this prospectus. You should pay special attention to the “Risk Factors” beginning on page 41 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 64.
Questions and Answers about the Exchange Offer
Q:
Who may participate in this Exchange Offer?
A:
Any U.S. holders of 3M common stock during the period this Exchange Offer is open may participate in this Exchange Offer. This includes shares of 3M common stock represented by units in the 3M stock fund held for the account of participants in the 3M Voluntary Investment Plan and Employee Stock Ownership Plan and 3M Savings Plan (together, the “3M Savings Plans”) in accordance with the terms of such plans. Although 3M has mailed this prospectus to its stockholders to the extent required by U.S. law, including stockholders located outside the United States, this prospectus is not an offer to buy, sell or exchange and it is not a solicitation of an offer to buy or sell any shares of 3M common stock, shares of Neogen common stock or shares of Garden SpinCo common stock in any jurisdiction in which such offer, sale or exchange is not permitted. Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. None of 3M, Neogen or Garden SpinCo has taken any action under non-U.S. regulations to facilitate a public offer to exchange the shares of 3M common stock, shares of Neogen common stock or shares of Garden SpinCo common stock outside the United States. Accordingly, the ability of any non-U.S. person to tender shares of 3M common stock in this Exchange Offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in this Exchange Offer without the need for 3M, Neogen or Garden SpinCo to take any action to facilitate a public offering in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.
The legal limitations described above could prevent certain holders of 3M common stock from participating in this Exchange Offer, which could cause this Exchange Offer to be undersubscribed.
Non-U.S. stockholders should consult their advisors in considering whether they may participate in this Exchange Offer in accordance with the laws of their home countries and, if they participate, whether there are any restrictions or limitations on transactions in the shares of 3M common stock, shares of Garden SpinCo common stock or shares of Neogen common stock that may apply in their home countries. None of 3M, Neogen or Garden SpinCo can provide any assurance about whether such limitations may exist. See “Exchange Offer—Certain Matters Relating to Non-U.S. Jurisdictions” for additional information about limitations on this Exchange Offer outside the United States.
Q:
How many shares of Garden SpinCo common stock will I receive for each share of 3M common stock that I tender?
A:
This Exchange Offer is designed to permit you to exchange your shares of 3M common stock for shares of Garden SpinCo common stock at a price per share equal to a [ ]% discount to the per-share value of Neogen common stock, calculated as set forth in this prospectus. Stated another way, for each $100 of your 3M common stock accepted for exchange in this Exchange Offer, you will receive approximately $[ ] of Garden SpinCo common stock. The value of the 3M common stock will be based on the calculated
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per-share value for the 3M common stock on the NYSE and the value of the Garden SpinCo common stock will be based on the calculated per-share value for Neogen common stock on Nasdaq, in each case determined by reference to the simple arithmetic average of the daily VWAP on each of the Valuation Dates. Please note, however, that:
The number of shares you can receive in this Exchange Offer is subject to an upper limit of [ ] shares of Garden SpinCo common stock for each share of 3M common stock accepted for exchange in this Exchange Offer. The next question and answer below describes how this limit may impact the value you receive.
This Exchange Offer does not provide for a minimum exchange ratio. See “Exchange Offer—Terms of This Exchange Offer.”
Because this Exchange Offer is subject to proration, 3M may accept for exchange only a portion of the 3M common stock tendered by you.
Q:
Is there a limit on the number of shares of Garden SpinCo common stock I can receive for each share of 3M common stock that I tender?
A:
The number of shares you can receive in this Exchange Offer is subject to an upper limit of [ ] 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, you will receive less (and could receive much less) than $[ ] of Garden SpinCo common stock for each $100 of 3M common stock that you tender. For example, if the calculated per-share value of 3M common stock was $[ ] (the highest closing price for 3M common stock on the NYSE during the [ ]-month period prior to commencement of this Exchange Offer) and the calculated per-share value of Garden SpinCo common stock was $[ ] (the lowest closing price for Neogen common stock on Nasdaq during that [ ]-month period), the value of Garden SpinCo common stock, based on the Neogen common stock price, received for shares of 3M common stock accepted for exchange would be approximately $[ ] for each $100 of 3M common stock accepted for exchange.
The upper limit would represent a [ ]% discount for Garden SpinCo common stock based on the average of the daily VWAPs of 3M common stock and Neogen common stock on the NYSE and Nasdaq, respectively, on [ ], 2022, [ ], 2022, and [ ], 2022 (the last three full trading days ending on the [ ] to last full trading day prior to commencement of this Exchange Offer). 3M set this upper limit to ensure that an unusual or unexpected drop in the trading price of Neogen common stock, relative to the trading price of 3M common stock, would not result in an unduly high number of shares of Garden SpinCo common stock being exchanged for each share of 3M common stock accepted for exchange in this Exchange Offer.
Q:
How and when will I know if the upper limit is in effect?
A:
3M will announce whether the upper limit on the number of shares that can be received for each share of 3M common stock tendered and accepted for exchange will be in effect at the expiration of this Exchange Offer, through [ ] and by press release, no later than 9:00 a.m., New York City time, on the second to last trading day prior to the expiration date. If the upper limit is in effect at that time, then the exchange ratio will be fixed at the upper limit.
Q:
How are the calculated per-share values of 3M common stock and Neogen common stock determined for purposes of calculating the number of shares of Garden SpinCo common stock to be received in this Exchange Offer?
A:
The calculated per-share value of 3M common stock and Neogen common stock for purposes of this Exchange Offer will equal the simple arithmetic average of the daily VWAP of 3M common stock and Neogen common stock on the NYSE and Nasdaq, respectively, on each of the Valuation Dates. 3M will determine such calculations of the per-share values of 3M common stock and Neogen common stock and such determination will be final.
Q:
What is the “daily volume-weighted average price” or “daily VWAP”?
A:
The “daily volume-weighted average price” for 3M common stock will be the volume-weighted average price of 3M common stock on the NYSE and the “daily volume-weighted average price” for Neogen
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common stock will be the volume-weighted average price of Neogen common stock on Nasdaq, in each case during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on the NYSE or Nasdaq, respectively), and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on the NYSE or Nasdaq, respectively), except that such data will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. The daily VWAP will be as reported to 3M by Bloomberg L.P. through the Price and Volume Dashboard for “MMM,” in the case of 3M common stock, and “NEOG,” in the case of Neogen common stock. The daily VWAPs provided by Bloomberg L.P. may be different from other sources of volume–weighted average prices or investors’ or security holders’ own calculations of volume–weighted average prices.
Q:
Where can I find the daily VWAP of 3M common stock and Neogen common stock during the period this Exchange Offer is open?
A:
3M will maintain a website at [ ] that provides the daily VWAP of both 3M common stock and Neogen common stock for each day during this Exchange Offer. Commencing after the close of trading on the third trading day of this Exchange Offer and on each subsequent day during this Exchange Offer, the website will provide indicative exchange ratios, calculated, prior to any Valuation Date, as though that day were the expiration date of this Exchange Offer. On the first two Valuation Dates, when the values of 3M common stock and Neogen common stock are calculated for the purposes of this Exchange Offer, the website will show the indicative exchange ratios based on indicative calculated per-share values calculated by 3M, which will equal (i) after the close of trading on the NYSE and Nasdaq on the first Valuation Date, the VWAPs for that day, and (ii) after the close of trading on the NYSE and Nasdaq on the second Valuation Date, the VWAPs for that day averaged with the VWAPs on the first Valuation Date. On the first two Valuation Dates, the indicative exchange ratios will be updated no later than 4:30 p.m., New York City time. No indicative exchange ratio will be published or announced on the third Valuation Date, but the final exchange ratio will be announced by press release and available on the website by 9:00 a.m. New York City time on the second to last full trading day immediately preceding the expiration date of this Exchange Offer.
Q:
Why is the calculated per-share value for Garden SpinCo common stock based on the trading prices for Neogen common stock?
A:
There is currently no trading market for Garden SpinCo common stock. 3M believes, however, that the trading prices for Neogen common stock are an appropriate proxy for the trading prices of Garden SpinCo common stock because (i) in the Merger, each outstanding share of Garden SpinCo common stock (except for the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of Neogen common stock equal to the Exchange Ratio, which is calculated under the Merger Agreement such that immediately following the Merger, Garden SpinCo stockholders will own, in the aggregate, approximately 50.1% of the issued and outstanding shares of Neogen common stock and pre-Merger Neogen shareholders will own, in the aggregate, approximately 49.9% of the issued and outstanding Neogen common stock, (ii) prior to the consummation of this Exchange Offer, 3M will cause the total number of shares of Garden SpinCo common stock outstanding immediately prior to the Distribution to be that number that results in the Exchange Ratio equaling one and, as a result, each share of Garden SpinCo common stock (except for the Merger Excluded Shares) will be converted into one share of Neogen common stock in the Merger, and (iii) at the Valuation Dates, it is expected that the Merger will be expected to be consummated shortly, such that investors should be expected to be valuing Neogen common stock based on the expected value of such Neogen common stock immediately after the Merger. There can be no assurance, however, that Neogen common stock after the Merger will trade on the same basis or same level as Neogen common stock trades prior to the Merger. See “Risk Factors—Risks Related to the Transactions—The trading prices of Neogen common stock may not be an appropriate proxy for the prices of Garden SpinCo common stock.”
Q:
How and when will I know the final exchange ratio?
A:
The final exchange ratio showing the number of shares of Garden SpinCo common stock that you will receive for each share of your 3M common stock accepted for exchange in this Exchange Offer will be available at [ ] no later than 9:00 a.m., New York City time, on the second to last full trading day prior to
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the expiration date and separately announced by press release. In addition, as described below, you may also contact the information agent to obtain these indicative exchange ratios and the final exchange ratio at its toll-free number provided on the back cover of this prospectus. 3M will announce whether the upper limit on the number of shares that can be received for each share of 3M common stock tendered and accepted for exchange is in effect at [ ] and separately by press release, no later than 9:00 a.m., New York City time, on the second to last full trading day prior to the expiration date. If the upper limit is in effect at that time, then the exchange ratio will be fixed at the upper limit.
Q:
Will indicative exchange ratios be provided during this Exchange Offer?
A:
Yes. Indicative exchange ratios will be available commencing after the close of trading on the third trading day of this Exchange Offer by contacting the information agent at the toll-free number provided on the back cover of this prospectus and at [ ] on each full trading day during this Exchange Offer, calculated, prior to any Valuation Date, as though that day were the expiration date of this Exchange Offer. The indicative exchange ratio also will reflect whether the upper limit on the exchange ratio, described above, would have been in effect. On the first two Valuation Dates, when the per-share values of 3M common stock and per-share values of Garden SpinCo common stock are calculated for the purposes of this Exchange Offer, the website will show the indicative exchange ratios based on indicative calculated per-share values which will equal (i) after the close of trading on the NYSE on the first Valuation Date, the VWAPs for that day, and (ii) after the close of trading on the NYSE on the second Valuation Date, the VWAPs for that day averaged with the VWAPs on the first Valuation Date. On the first two Valuation Dates, the indicative exchange ratios will be updated no later than 4:30 p.m., New York City time. No indicative exchange ratio will be published or announced on the third Valuation Date, but the final exchange ratio will be announced by press release and available on the website by 9:00 a.m. New York City time on the second to last full trading day immediately preceding the expiration date of this Exchange Offer.
In addition, for purposes of illustration, a table that indicates the number of shares of Garden SpinCo common stock that you would receive per share of 3M common stock, calculated on the basis described above and taking into account the upper limit, assuming a range of averages of the daily VWAP of 3M common stock and Neogen common stock on the Valuation Dates, is provided in “Exchange Offer—Terms of This Exchange Offer.”
Q:
What if 3M common stock or Neogen common stock does not trade on any of the Valuation Dates?
A:
If a market disruption event, as defined below, occurs with respect to 3M common stock or Neogen common stock on any of the Valuation Dates, the calculated per-share value of 3M common stock and per-share value of Garden SpinCo common stock will be determined using the daily VWAP of shares of 3M common stock and shares of Neogen common stock on the preceding full trading day or days, as the case may be, on which no market disruption event occurred with respect to either 3M common stock and Neogen common stock. If, however, a market disruption event occurs as specified above, 3M may terminate or extend this Exchange Offer if, in its reasonable judgment, the market disruption event has impaired the benefits of this Exchange Offer to 3M. For specific information as to what would constitute a market disruption event, see “Exchange Offer—Conditions to Consummation of This Exchange Offer.”
Q:
Are there circumstances under which I would receive fewer shares of Garden SpinCo common stock than I would have received if the exchange ratio were determined using the closing prices of 3M common stock and Neogen common stock on the expiration date of this Exchange Offer?
A:
Yes. For example, if the trading price of 3M common stock were to increase during the period of the Valuation Dates or after the date the exchange ratio is set, the calculated per-share value of 3M common stock would likely be lower than the closing price of 3M common stock on the last full trading day prior to the expiration date of this Exchange Offer. As a result, you would receive fewer shares of Garden SpinCo common stock for each $100 of 3M common stock than you would have received if that per-share value were calculated on the basis of the closing price of 3M common stock on the last full trading day prior to the expiration date of this Exchange Offer. Similarly, if the trading price of Neogen common stock were to decrease during the period of the Valuation Dates or after the date the exchange ratio is set, the calculated per-share value of Garden SpinCo common stock would likely be higher than the closing price of Neogen common stock on the last full trading day prior to the expiration date. This could also result in you
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receiving fewer shares of Garden SpinCo common stock for each $100 of 3M common stock than you would have received if that per-share value were calculated on the basis of the closing price of Neogen common stock on the last full trading day prior to the expiration date of this Exchange Offer. See “Exchange Offer—Terms of This Exchange Offer.”
Q:
Will fractional shares of Garden SpinCo common stock and fractional shares of Neogen common stock be distributed?
A:
Fractional shares of Garden SpinCo common stock will be issued in the Distribution. The shares of Garden SpinCo common stock (including the fractional shares) will be held by the Distribution Exchange Agent for the benefit of 3M stockholders whose shares of 3M common stock are accepted for exchange in this Exchange Offer and, if this Exchange Offer is completed but not fully subscribed, for distribution in the Clean-Up Spin-Off. If this Exchange Offer is terminated by 3M without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), 3M intends to distribute all shares of Garden SpinCo common stock owned by 3M on a pro rata basis to holders of 3M common stock, with a record date to be announced by 3M. However, in the Merger, no fractional shares of Neogen common stock will be issued to Garden SpinCo stockholders. Instead, Garden SpinCo stockholders who would otherwise be entitled to receive a fractional share of Neogen common stock (after aggregating all fractional shares of Neogen common stock to which such holder would be entitled) will have their fractional shares aggregated and sold by the Merger Exchange Agent in the open market at the then-prevailing market prices. The Merger Exchange Agent will make available the net cash proceeds of such sales (after any tax withholding, brokerage charges, commissions and conveyance and similar taxes), without interest, to Garden SpinCo stockholders that would otherwise have been entitled to a fractional share of Neogen common stock, on a pro rata basis based on such stockholders’ respective fractional interests.
Q:
What is the aggregate number of shares of Garden SpinCo common stock being offered in this Exchange Offer?
A:
In this Exchange Offer, 3M is offering to exchange all of the shares of Garden SpinCo common stock held by it. 3M intends to cause the total number of shares of Garden SpinCo common stock outstanding immediately prior to the Distribution to be that number of shares that results in the Exchange Ratio equaling one. 3M currently expects that approximately [ ] shares of Garden SpinCo common stock will be available in this Exchange Offer. See “Exchange Offer—Terms of This Exchange Offer.”
Q:
What happens if not enough shares of 3M common stock are tendered to allow 3M to exchange all of the shares of Garden SpinCo common stock it holds?
A:
If this Exchange Offer is consummated but less than all shares of Garden SpinCo common stock are exchanged because this Exchange Offer is not fully subscribed, the additional shares of Garden SpinCo common stock owned by 3M will be distributed in a Clean-Up Spin-Off. The record date for the Clean-Up Spin-Off, if any, will be announced by 3M. Any 3M stockholder who validly tenders (and does not properly withdraw) shares of 3M common stock that are accepted for exchange in this Exchange Offer will, with respect to such exchange shares, waive their rights to receive, and forfeit any rights to, shares of Garden SpinCo common stock in the Clean-Up Spin-Off. See “Exchange Offer—Distribution of Garden SpinCo Common Stock Remaining After This Exchange Offer.”
Q:
What happens if 3M declares a dividend during this Exchange Offer?
A:
If 3M declares a dividend and the record date for that dividend occurs during this Exchange Offer, you will be eligible to receive that dividend if you continue to own your shares of 3M common stock as of that record date.
Q:
Will tendering my shares affect my ability to receive the 3M quarterly dividend?
A:
No, unless your shares are accepted for exchange. If a dividend is declared by 3M with a record date before the completion of this Exchange Offer, you will be entitled to that dividend even if you tendered your shares of 3M common stock. Tendering your shares of 3M common stock in this Exchange Offer is not a
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sale or transfer of those shares until they are accepted for exchange upon completion of this Exchange Offer. If your shares of 3M common stock are exchanged in this Exchange Offer, you will no longer own those shares and will not receive future dividends with a record date after the completion of the Exchange Offer.
Q:
Will all shares of 3M common stock that I tender be accepted for exchange in this Exchange Offer?
A:
Not necessarily. Depending on the number of shares of 3M common stock validly tendered in this Exchange Offer and not properly withdrawn, the calculated per-share value of 3M common stock and the per-share value of Garden SpinCo common stock determined as described above, 3M may have to limit the number of shares of 3M common stock that it accepts for exchange in this Exchange Offer through a proration process. Any proration of the number of shares accepted for exchange in this Exchange Offer will be determined on the basis of the proration mechanics described in “Exchange Offer—Terms of This Exchange Offer—Proration; Tenders for Exchange by Holders of Fewer than 100 Shares of 3M Common Stock.”
An exception to proration can apply to stockholders (other than participants in the 3M Savings Plans) who beneficially own “odd lots,” that is, fewer than 100 shares of 3M common stock. Such beneficial holders of 3M common stock who validly tender all of their shares will not be subject to proration.
In all other cases, proration for each tendering stockholder will be based on (i) the proportion that the total number of shares of 3M common stock to be accepted for exchange bears to the total number of shares of 3M common stock validly tendered and not properly withdrawn and (ii) the number of shares of 3M common stock validly tendered and not properly withdrawn by that stockholder (in each case, after taking into account any shares exchanged that constitute “odd lots”). Any shares of 3M common stock not accepted for exchange as a result of proration will be returned to tendering stockholders promptly after the final proration factor is determined.
Q:
Will I be able to sell my shares of Garden SpinCo common stock after this Exchange Offer is completed?
A:
No. There currently is no trading market for Garden SpinCo common stock and no such trading market will be established in the future. The Distribution Exchange Agent will hold all issued and outstanding shares of Garden SpinCo common stock in trust for the benefit of the tendering 3M stockholders until the shares of Garden SpinCo common stock are converted into the right to receive shares of Neogen common stock in the Merger. Participants in this Exchange Offer and any Clean-Up Spin-Off will not receive such shares of Garden SpinCo common stock, but will receive the shares of Neogen common stock issuable in the Merger, which can be sold in accordance with applicable securities laws. See “Exchange Offer—Distribution of Garden SpinCo Common Stock Remaining After This Exchange Offer.”
Q:
How many shares of 3M common stock will 3M accept for exchange if this Exchange Offer is completed?
A:
The number of shares of 3M common stock that will be accepted for exchange in this Exchange Offer 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. 3M currently expects that approximately [ ] shares of Garden SpinCo common stock will be available in this Exchange Offer. Assuming that 3M offers [ ] shares of Garden SpinCo common stock and that this Exchange Offer is fully subscribed, the largest possible number of shares of 3M common stock that will be accepted for exchange in this Exchange Offer would be [ ] divided by the final exchange ratio. For example, assuming that the final exchange ratio is [ ] (the current indicative exchange ratio based on the daily VWAPs of 3M common stock and Neogen common stock on [ ], 2022, [ ], 2022, and [ ], 2022), then 3M would accept for exchange up to a total of approximately [ ] shares of 3M common stock.
Q:
Are there any conditions to 3M’s obligation to complete this Exchange Offer?
A:
Yes. This Exchange Offer is subject to various conditions listed under “Exchange Offer—Conditions to Consummation of This Exchange Offer.” If any of these conditions are not satisfied or waived prior to the expiration of this Exchange Offer, 3M will not be required to accept shares for exchange and may extend or terminate this Exchange Offer.
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3M may waive any of the conditions to this Exchange Offer prior to the expiration of this Exchange Offer. For a description of the material conditions precedent to this Exchange Offer, including the receipt of Neogen shareholder approval of the issuance of shares of Neogen common stock in connection with the Merger and certain other proposals required in connection with the Transactions, and other conditions, see “Exchange Offer—Conditions to Consummation of This Exchange Offer.” Garden SpinCo has no right to waive any of the conditions to this Exchange Offer. Neogen has no right to waive any of the conditions to this Exchange Offer (other than certain conditions relating to the Merger).
Q:
When does this Exchange Offer expire?
A:
This Exchange Offer will expire, meaning the period during which you are permitted to tender your shares of 3M common stock in this Exchange Offer will end, at [ ], New York City time, on [ ], 2022, unless 3M extends this Exchange Offer. See “Exchange Offer—Terms of This Exchange Offer—Extension; Termination; Amendment.”
Q:
Can this Exchange Offer be extended and under what circumstances?
A:
Yes. Subject to its compliance with the Merger Agreement and Separation Agreement, 3M can extend this Exchange Offer, in its sole discretion, at any time and from time to time. For instance, this Exchange Offer may be extended if any of the conditions to consummation of this Exchange Offer listed under “Exchange Offer—Conditions to Consummation of This Exchange Offer” are not satisfied or waived prior to the expiration of this Exchange Offer. In case of an extension of this Exchange Offer, 3M will publicly announce the extension no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date. In addition, 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 upper limit.
Q:
How do I participate in this Exchange Offer?
A:
The procedures you must follow to participate in this Exchange Offer will depend on whether you hold your shares of 3M common stock in certificated form, through a bank, broker or other nominee, as a participant in any of the 3M Savings Plans, or if your shares of 3M common stock are held in book entry via the Direct Registration System, which we refer to as DRS. For specific instructions about how to participate in this Exchange Offer, see “Exchange Offer—Terms of This Exchange Offer—Procedures for Tendering.”
Q:
How can I participate in this Exchange Offer if shares of 3M common stock are held for my account under a 3M 401(k) Savings Plan?
A:
Shares of 3M common stock represented by units in the 3M stock fund held for the account of participants in the 3M Savings Plans are eligible for participation in this Exchange Offer. As applicable under the rules of each 3M Savings Plan, participants or the investment fiduciary of the 3M stock fund under such plan shall direct the trustee of such plan that all, some or none of the shares of 3M common stock represented by units in the 3M stock fund in the 3M Savings Plans be exchanged. After the Closing, if and to the extent any share are exchanged pursuant to the Exchange Offer, the applicable plan investment fiduciary may conclude that the applicable 3M Savings Plan will no longer hold Neogen stock, in which case the shares of Neogen common stock attributable to your account will be liquidated and the sale proceeds will be reallocated to one or more of the other investment options within the applicable 3M Savings Plan.
Q:
Will holders of 3M stock options, stock appreciation rights or restricted stock units (“RSU”) have the opportunity to exchange their awards for Garden SpinCo common stock in this Exchange Offer?
A:
No, holders of 3M stock options, stock appreciation rights or RSUs cannot tender the shares underlying such awards in this Exchange Offer. If you hold shares of 3M common stock as a result of the vesting and settlement of RSUs or as a result of the exercise of vested stock options, in each case, during this Exchange Offer, these shares can be tendered in this Exchange Offer.
Q:
Can I tender only a portion of my shares of 3M common stock in this Exchange Offer?
A:
Yes. You may tender all, some or none of your shares of 3M common stock.
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Q:
What do I do if I want to retain all of my shares of 3M common stock?
A:
If you want to retain all of your shares of 3M common stock, you do not need to take any action. However, after the consummation of the Transactions, the Food Safety Business will no longer be owned by 3M, and as a holder of 3M common stock you will no longer hold shares in a company that owns the Food Safety Business (unless a Clean-Up Spin-Off is effected or unless this Exchange Offer is terminated and 3M effects a spin-off, in which case you also will receive shares of Neogen common stock in connection with the Merger).
Q:
Can I change my mind after I tender my shares of 3M common stock and before this Exchange Offer expires?
A:
Yes. You may withdraw your tendered shares at any time before this Exchange Offer expires. See “Exchange Offer—Terms of This Exchange Offer—Withdrawal Rights.” If you change your mind again, you can re-tender your shares of 3M common stock by following the tender procedures again prior to the expiration of this Exchange Offer.
Q:
Are there any material differences between the rights of holders of 3M common stock and Neogen common stock?
A:
Yes. 3M is a Delaware corporation and subject to the provisions of the DGCL. Neogen is a Michigan corporation and subject to the provisions of the MBCA. Each is subject to different organizational documents. Holders of 3M common stock, whose rights are currently governed by 3M’s organizational documents, will, with respect to the shares validly tendered and exchanged immediately following this Exchange Offer or shares of Garden SpinCo common stock received in any Clean-Up Spin-Off, become shareholders of Neogen and their rights will be governed by the MBCA and Neogen’s organizational documents. For a discussion of the material differences between the rights of holders of 3M common stock and Neogen common stock, see “Comparison of the Rights of Stockholders Before and After The Transactions.”
Q:
Are there any appraisal rights for holders of shares of 3M common stock in connection with this Exchange Offer?
A:
No. There are no appraisal rights available to holders of shares of 3M common stock under the DGCL in connection with this Exchange Offer.
Q:
What will 3M do with the shares of 3M common stock that are tendered, and what is the impact of this Exchange Offer on 3M’s share count?
A:
The shares of 3M common stock that are tendered in this Exchange Offer will be held as treasury stock by 3M unless and until retired or used for other purposes. Any shares of 3M common stock acquired by 3M in this Exchange Offer will reduce the total number of shares of 3M common stock outstanding, although 3M’s actual number of shares outstanding on a given date reflects a variety of factors such as option exercises.
Q:
What will happen to any remaining shares of Garden SpinCo common stock owned by 3M in the Clean-Up Spin-Off following the consummation of this Exchange Offer?
A:
In the event that this Exchange Offer is not fully subscribed, any remaining shares of Garden SpinCo common stock owned by 3M that are not exchanged in this Exchange Offer will be distributed on a pro rata basis to 3M stockholders whose shares of 3M common stock remain outstanding following the consummation of this Exchange Offer. Upon consummation of this Exchange Offer, 3M will deliver to the Distribution Exchange Agent (a) book-entry authorization representing all of the shares of Garden SpinCo common stock being exchanged in this Exchange Offer, with instructions to hold the shares of Garden SpinCo common stock as agent for the holders of shares of 3M common stock validly tendered and not properly withdrawn in this Exchange Offer and (b) in the case of a Clean-Up Spin-Off, if any, a book entry authorization representing all of the shares of Garden SpinCo common stock to be distributed in the spin-off with instructions to hold the shares as agent for 3M stockholders whose shares of 3M common stock remain outstanding after the consummation of this Exchange Offer, in each case pending the Merger. Prior to or at the effective time of the Merger, Neogen will deposit with the exchange agent appointed in connection with
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the Merger, which we refer to as the Merger Exchange Agent, evidence in book-entry form representing the shares of Neogen common stock issuable in the Merger. Such shares of Neogen common stock will be delivered following the effective time of the Merger, pursuant to the procedures determined by the Merger Exchange Agent. See “Exchange Offer—Terms of This Exchange Offer—Exchange of Shares of 3M Common Stock.” If this Exchange Offer is terminated by 3M on or prior to the expiration date of this Exchange Offer without the exchange of shares, but the conditions to consummation of the Transactions have otherwise been satisfied, 3M intends to distribute all shares of Garden SpinCo common stock owned by 3M on a pro rata basis to holders of 3M common stock, with a record date to be announced by 3M. Such distributed shares of Garden SpinCo common stock will convert to Neogen common stock in the Merger.
Q:
If I tender some or all of my shares of 3M common stock in this Exchange Offer, will I receive any shares of Garden SpinCo common stock in the Clean-Up Spin-Off?
A:
3M stockholders who validly tender (and do not properly withdraw) shares of 3M common stock that are accepted for exchange in this Exchange Offer will, with respect to such shares, waive their rights to receive, and forfeit any rights to, shares of Garden SpinCo common stock distributed in the Clean-Up Spin-Off. However, in the event any of your tendered shares are not accepted for exchange in this Exchange Offer for any reason, or you do not tender all of your shares of 3M common stock, such shares that are not accepted for exchange or were not tendered would be entitled to receive shares of Garden SpinCo common stock in the Clean-Up Spin-Off.
Q:
Whom do I contact for information regarding this Exchange Offer?
A:
You may call the information agent, [ ], at [ ], to ask any questions about this exchange offer or to request additional documents, including copies of this document and the letter of transmittal (including the instructions thereto).
Questions and Answers about the Transactions
Q:
What are the transactions described in this prospectus?
A:
References to the “Transactions” mean the transactions contemplated by the Merger Agreement, the Separation Agreement and the Asset Purchase Agreement. These agreements provide for, among other things:
the separation of the Food Safety Business of 3M from the other businesses of 3M;
the distribution by 3M of (i) up to 100% of the shares of Garden SpinCo common stock to 3M stockholders participating in this Exchange Offer followed, if necessary, by the distribution of any remaining shares held by 3M in a Clean-Up Spin-Off or (ii) if this Exchange Offer is terminated, all of the outstanding shares of Garden SpinCo common stock to 3M stockholders on a pro rata basis;
the merger of Merger Sub with and into Garden SpinCo, with Garden SpinCo continuing as the surviving corporation and as a wholly owned subsidiary of Neogen, and Garden SpinCo common stock being converted into the right to receive Neogen common stock (and if applicable, cash in lieu of any fractional shares) as contemplated by the Merger Agreement; and
the direct sale of certain assets and liabilities related to the Food Safety Business from 3M or its subsidiaries to Neogen and its applicable subsidiaries for cash.
The Transactions are structured using a Reverse Morris Trust transaction structure. This structure was chosen because, among other things, it provides a tax-efficient method to combine Neogen and the Food Safety Business. The Separation and the Merger are described in more detail in “The Transactions” and elsewhere in this prospectus.
Q:
What will happen in the Separation?
A:
Pursuant to the Separation Agreement, 3M and certain of 3M’s subsidiaries will engage in a series of transactions in which, among other things, (a) certain assets and liabilities related to the Food Safety Business that are not currently owned by Garden SpinCo or Garden SpinCo subsidiaries will be transferred
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from 3M and certain of its subsidiaries to Garden SpinCo and entities that will become Garden SpinCo subsidiaries and (b) if needed, certain assets and liabilities related to 3M’s other businesses that are owned by Garden SpinCo will be transferred from Garden SpinCo to 3M and certain of its subsidiaries that will not be Garden SpinCo subsidiaries. The purpose of these transactions is to separate the Food Safety Business from 3M’s other businesses. In connection with the Reorganization, 3M, Garden SpinCo and certain of each of their subsidiaries will engage in a series of actions, which may include transfers of securities, formation of new entities or other actions, to effect an internal restructuring. The separation of the Food Safety Business from the other businesses of 3M pursuant to the Separation Agreement is referred to as the Reorganization. In connection with the Reorganization, and in partial consideration for the transfer of Food Safety Business assets to Garden SpinCo, Garden SpinCo will (a) issue to 3M any additional shares of Garden SpinCo common stock required such that the number of shares of Garden SpinCo common stock held by 3M shall be equal to the number of shares required to effect the Distribution, (b) make the SpinCo Cash Payment and (c) issue to 3M any SpinCo Exchange Debt.
In addition, certain assets and liabilities related to the Food Safety Business will be directly sold by 3M or its subsidiaries to Neogen or its subsidiaries pursuant to the Asset Purchase Agreement. These assets and liabilities are included within the Food Safety Business’s combined financial statements included elsewhere in this document.
Q:
What will happen in the Merger?
A:
Pursuant to the Merger Agreement, in the Merger, Merger Sub will merge with Garden SpinCo, and Garden SpinCo will survive the Merger as a wholly owned subsidiary of Neogen. Following the effective time of the Merger, Neogen will continue to be a separately traded public company and will own and operate the combined businesses of Neogen and the Food Safety Business. At the effective time of the Merger, each issued and outstanding share of Garden SpinCo common stock (except for the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of Neogen common stock equal to the Exchange Ratio. The Exchange Ratio is calculated under the Merger Agreement such that immediately following the Merger, Garden SpinCo stockholders will hold approximately 50.1% of the issued and outstanding shares of Neogen common stock and pre-Merger Neogen shareholders will hold approximately 49.9% of the issued and outstanding shares of Neogen’s common stock.
Q:
What are 3M’s reasons for the Transactions?
A:
In reaching a decision to proceed with the Transactions, the 3M board and 3M’s senior management considered, among other things, (i) the expected strategic and operational benefits of separating the Food Safety Business from 3M’s other businesses; (ii) the enhanced competitive position by combining complementary offerings that would be created through the combination of the Food Safety Business with Neogen; (iii) the belief of the 3M board that the Transactions reflect a compelling valuation for the Food Safety Business; (iv) the results of the due diligence review of Neogen’s business conducted by 3M’s management and advisors; (v) the fact that 3M stockholders would own approximately 50.1% of the combined company following the Merger and would have the opportunity to participate in any increase in the value of the shares of Neogen common stock following the effective time of the Merger; (vi) the 3M board’s view of the favorable anticipated financial profile of the combined company in the initial post-closing period; (vii) the fact that two individuals designated by 3M would become directors of the combined company upon the effective time of the Merger; (viii) the expectation that the Separation, the Distribution and the Merger generally would be tax-efficient for 3M and its stockholders; (ix) the potential synergies associated with a combination of Neogen and the Food Safety Business; and (x) the fact that 3M will receive the SpinCo Cash Payment and, as applicable, the SpinCo Exchange Debt in the Transactions, which may be used for debt reduction, dividends and/or share repurchases, as well as a variety of negative factors and risks associated with the Transactions. See “The Transactions—3M’s Reasons for the Transactions.”
Q:
What are Neogen’s reasons for the Transactions?
A:
In reaching its decision to approve the Transactions and resolving to recommend that Neogen shareholders approve the Share Issuance and the other matters to be considered at Neogen’s special meeting, the Neogen board considered various expected advantages and benefits of the Transactions, including (i) the overall
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strategic and financial benefits that could be achieved by combining Neogen and the Food Safety Business relative to the future prospects of Neogen on a standalone basis, (ii) the opportunity to create a leading innovator in the food safety industry with the geographic footprint, product range and innovation capabilities to capitalize on opportunities for growth presented by the increased global focus on sustainability and food safety, (iii) the opportunity to combine the complementary product offerings of Neogen and the Food Safety Business, which would allow Neogen to expand its product offerings, (iv) the expectation that the financial profile and enhanced international presence of the combined company would position Neogen to pursue further international expansion and provide opportunities for continued global growth, (v) the relative valuations for Neogen and the Food Safety Business implied by the Exchange Ratio pursuant to the Merger Agreement, and (vi) the fact that the Reverse Morris Trust transaction structure affords an effective and economical choice for the Transactions other alternatives, as well as a variety of negative factors and risks associated with the Transactions. See “The Transactions—Neogen’s Reasons for the Transactions.”
Q:
What is a Reverse Morris Trust transaction?
A:
A Reverse Morris Trust transaction structure allows a parent company (in this case, 3M) to divest a subsidiary (in this case, Garden SpinCo) in a tax-efficient manner. The first step of such a transaction is a distribution of the subsidiary’s stock to the parent company stockholders (in this case, 3M’s distribution of the SpinCo common stock to 3M’s stockholders in the Distribution, which may be completed either by an Exchange Offer and a potential Clean-Up Spin-Off or a pro rata distribution of SpinCo common stock) in a transaction that is generally tax-free under Section 355 of the Code. The distributed subsidiary then combines with a third party (in this case, Merger Sub through the Merger). Such a transaction can qualify as generally tax-free for U.S. federal income tax purposes for the parent company and its stockholders if the transaction structure meets the applicable requirements, including that the parent company stockholders own more than 50% of the stock of the combined entity immediately after the business combination. For information about the material tax consequences resulting from the Transactions, see “Material U.S. Federal Income Tax Consequences of the Distribution and the Merger.”
The parties determined that a Reverse Morris Trust transaction structure was an effective and efficient choice for the Transactions because, among other things, it provides a tax-efficient method to combine Neogen and the Food Safety Business. This makes a Reverse Morris Trust structure economically more appealing to the parties as compared to a taxable transaction structure.
Q:
What will I receive in the Transactions?
A:
In this Exchange Offer, 3M will offer to 3M stockholders the right to exchange all or a portion of their shares of 3M common stock for shares of Garden SpinCo common stock. In the event this Exchange Offer is not fully subscribed, 3M will distribute in the Clean-Up Spin-Off the remaining shares of Garden SpinCo common stock owned by 3M on a pro rata basis to 3M stockholders whose shares of 3M common stock remain outstanding after the consummation of this Exchange Offer. If this Exchange Offer is terminated by 3M without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), 3M intends to distribute all shares of Garden SpinCo common stock owned by 3M on a pro rata basis to holders of 3M common stock, with a record date to be announced by 3M. In the Merger, the shares of Garden SpinCo common stock will be converted into the right to receive shares of Neogen common stock. Thus, each Garden SpinCo stockholder will ultimately receive shares of Neogen common stock in the Merger. Garden SpinCo stockholders will not be required to pay for the shares of Garden SpinCo common stock distributed in the Clean-Up Spin-Off or the shares of Neogen common stock issued in the Merger. Garden SpinCo stockholders will receive from the Merger Exchange Agent cash in lieu of any fractional shares of Neogen common stock that such stockholders would have been entitled to receive (after aggregating all fractional shares that would otherwise have been issuable to such stockholder). The Merger Exchange Agent will aggregate all fractional shares that would otherwise be issuable to Garden SpinCo stockholders (after first aggregating all fractional shares to which any individual stockholder would otherwise be entitled) and will sell such shares on the open market at then-prevailing prices. The Merger Exchange Agent will make the net cash proceeds of such sales (after any tax withholding, brokerage charges, commissions and conveyance and similar taxes), available, without interest, to Garden SpinCo stockholders that would otherwise have been entitled to a fractional share of Neogen common stock, on a pro rata basis based on such stockholders’ respective fractional interests.
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Q:
What will Neogen shareholders receive in the Merger?
A:
Neogen shareholders will not directly receive any consideration in the Merger. All shares of Neogen common stock issued and outstanding immediately before the Merger will remain issued and outstanding after the consummation of the Merger. Immediately after the Merger, pre-Merger Neogen shareholders will continue to own shares in Neogen, which will now hold the Food Safety Business, including Garden SpinCo, which will have become a wholly owned subsidiary of Neogen.
Q:
What is the estimated total value of the consideration to be paid by Neogen to Garden SpinCo stockholders in the Transactions?
A:
Based upon the reported closing price for Neogen common stock on Nasdaq of $40.12 per share on December 13, 2021, the last trading day before the announcement of the signing of the Merger Agreement, and the number of outstanding shares of Neogen common stock on that date, the estimated total value of the shares to be issued by Neogen to Garden SpinCo stockholders in the Merger (excluding applicable holders of the equity awards described below) would have been approximately $4.3 billion. Based upon the reported closing price for Neogen common stock on Nasdaq of $[ ] per share on [ ], 2022, the estimated total value of the shares to be issued by Neogen to Garden SpinCo stockholders pursuant to the Merger (excluding applicable holders of the equity awards described below) would be approximately $[  ]. The actual total value of the consideration to be paid by Neogen in connection with the Merger will depend on the market price of shares of Neogen common stock at the time of the closing of the Merger.
Q:
Are there possible adverse effects on the value of Neogen common stock to be received by Garden SpinCo stockholders who participate in this Exchange Offer?
A:
3M stockholders that participate in this Exchange Offer will be exchanging their shares of 3M common stock for shares of Garden SpinCo common stock at a discount to the per-share value of Neogen common stock, subject to the upper limit. The existence of a discount, along with the Share Issuance, may negatively affect the market price of Neogen common stock. Neogen also expects to incur significant expenses related to the Transactions, including those related to legal, advisory, financing, printing and financial services fees and transaction and integration expenses. The incurrence of these costs may have an adverse impact on Neogen’s liquidity or operating results in the periods in which they are incurred. Neogen also will be required to devote a significant amount of time and attention to the process of integrating the operations of Neogen and the Food Safety Business. If Neogen is not able to effectively manage the process, Neogen’s business may suffer and its stock price may decline. In addition, the market price of Neogen common stock may decline as a result of sales of a large number of shares of Neogen common stock in the market after the consummation of the Transactions or even the perception that these sales could occur. See “Risk Factors” for a further discussion of the material risks associated with the Transactions.
Q:
Will Garden SpinCo make any payments to 3M in connection with the Separation?
A:
In connection with the Separation, Garden SpinCo will make a cash payment, which we refer to as the SpinCo Cash Payment, to 3M of an amount of cash (not to be less than $465 million) determined in relation to the aggregate adjusted bases of the assets transferred to Garden SpinCo, subject to a customary net working capital adjustment. In addition, Neogen will make a cash payment to 3M of approximately $181 million in accordance with the transactions contemplated by the Asset Purchase Agreement, and Garden SpinCo may issue the SpinCo Exchange Debt to 3M.
Q:
How will the Transactions impact the future liquidity and capital resources of Neogen?
A:
In connection with entry into the Merger Agreement, Garden SpinCo entered into the Debt Commitment Letter with the Commitment Parties. The Debt Commitment Letter will permit Garden SpinCo to incur borrowings in an aggregate principal amount of up to $1.0 billion (subject to certain conditions). In connection with the Transactions, Garden SpinCo expects to issue senior unsecured notes and/or to borrow loans under a senior secured term loan facility in an aggregate principal amount of up to $1.0 billion in lieu of borrowing under the financing arrangements contemplated by the Debt Commitment Letter in order to finance the SpinCo Cash Payment, complete the Debt Exchange, and fund the purchase price under the Asset Purchase Agreement. Neogen anticipates that, following the consummation of the Merger, its primary sources of liquidity for working capital and operating activities, including any future acquisitions, will
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continue to be cash from operations. Neogen expects that its cash from operations will be sufficient to make required payments of interest on its outstanding debt and to fund working capital and capital expenditure requirements, including costs relating to the Transactions. However, Neogen’s indebtedness following the Transactions could adversely affect Neogen’s financial condition or liquidity. See “Risk Factors—Risks Related to the Combined Company’s Business Following the Transactions.”
Q:
What are the material U.S. federal income tax consequences to 3M stockholders resulting from the Distribution and the Merger?
A:
The consummation of the Distribution (which includes this Exchange Offer) is conditioned upon, among other things, the receipt of the IRS Ruling and the Distribution Tax Opinion (as defined in “Material U.S. Federal Income Tax Consequences of the Distribution and the Merger—Treatment of the Distribution”). If 3M receives the IRS Ruling and the Distribution Tax Opinion to the effect that the Distribution, together with certain related transactions, qualifies as a “reorganization” for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”), and the IRS Ruling and such tax opinion continue to be valid and in full force and effect, then, in general, for U.S. federal income tax purposes, no gain or loss will be recognized by, and no amount will be included in the income of, U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences of the Distribution and the Merger”) of 3M common stock upon the receipt of Garden SpinCo common stock in this Exchange Offer or in any Clean-Up Spin-Off (or if 3M determines not to consummate the Exchange Offer).
The consummation of the Merger is conditioned upon the IRS Ruling continuing to be valid and in full force and effect, as well as the receipt by 3M and Neogen of opinions from Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) and Weil, Gotshal & Manges LLP (“Weil”), respectively, to the effect that the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. On the basis that the Merger so qualifies, in general, for U.S. federal income tax purposes, no gain or loss will be recognized by, and no amount will be included in the income of, U.S. Holders of Garden SpinCo common stock upon the receipt of shares of Neogen common stock in the Merger, except for any gain or loss recognized with respect to cash received in lieu of a fractional share of Neogen common stock.
Tax matters are complicated and the tax consequences of the Distribution, Merger and related transactions to a particular 3M stockholder will depend on the facts of such stockholder’s situation. See “Material U.S. Federal Income Tax Consequences of the Distribution and the Merger” for additional information on the tax consequences of the Distribution, Merger and related transactions. Stockholders are urged also to consult their tax advisors as to the specific tax consequences of the Distribution and the Merger to them.
Q:
Are there risks associated with the Transactions?
A:
Yes. Neogen may not realize the expected benefits of the Transactions because of the risks and uncertainties discussed in the section entitled “Risk Factors” beginning on page 41 and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 64. These risks include, among others, risks relating to the uncertainty that the Transactions will close, the uncertainty that Neogen will be able to integrate the Food Safety Business successfully, and uncertainties relating to the performance of Neogen after the Transactions.
Q:
Who will serve on the Neogen board following the closing of the Merger?
A:
Immediately after the Merger, the Neogen board will consist of ten directors: the eight existing Neogen directors and two additional independent directors, reasonably acceptable to Neogen, who will be designated by 3M prior to Closing. The Neogen board is divided into three classes with staggered 3-year terms. Each of the 3M designees will be appointed to a different class on the Neogen board. See “The Transactions—Board of Directors and Executive Officers of Neogen Following the Merger; Operations Following the Merger” for more detailed information.
Q:
Who will manage the business of Neogen after the Transactions?
A:
The Neogen management team will continue to manage the business of Neogen following the Transactions. See “The Transactions—Board of Directors and Executive Officers of Neogen Following the Merger; Operations Following the Merger” for more detailed information.
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Q:
What shareholder approvals are needed in connection with the Transactions?
A:
Neogen cannot complete the Transactions unless the Share Issuance Proposal is approved by the affirmative vote of a majority of the total votes cast by Neogen shareholders entitled to vote on the proposal at the Neogen special meeting. It is also a condition to the Merger that Neogen shareholders approve the Neogen Charter Amendment Proposal and Neogen Bylaw Board Size Proposal. No vote of 3M stockholders or Garden SpinCo stockholders following the Distribution is required or being sought in connection with the Transactions.
Q:
Where will the Neogen shares issued in connection with the Merger be listed?
A:
Neogen common stock is listed on Nasdaq under “NEOG.” The Neogen common stock will continue to be listed on Nasdaq following the completion of the Transactions.
Q:
What is the current relationship between Garden SpinCo and Neogen?
A:
Garden SpinCo is currently a wholly owned subsidiary of 3M and was formed as a Delaware corporation on December 10, 2021 to own and operate the Food Safety Business. Other than in connection with the Transactions, there is no relationship between Garden SpinCo and Neogen.
Q:
When will the Transactions be completed?
A:
The Transactions are expected to be completed in the third quarter of 2022, subject to receipt of Neogen shareholder approval, receipt of the IRS Ruling, and satisfaction of other customary closing conditions.
Q:
Does Neogen have to pay a termination fee to 3M if the Share Issuance or any of the other transaction-related proposals are not approved by Neogen shareholders or if the Merger Agreement is otherwise terminated?
A:
In specified circumstances, depending on the reasons for termination of the Merger Agreement, Neogen may be required to pay 3M a termination fee of $140 million.
For a discussion of the circumstances under which the termination fee is payable by Neogen, see “The Transaction Agreements—The Merger Agreement—Termination Fee and Expenses Payable in Certain Circumstances” beginning on page 178.
Q:
Does 3M have to pay a termination fee to Neogen or reimburse Neogen’s expenses if the Merger Agreement is terminated?
A:
No. See “The Transaction Agreements—The Merger Agreement—Termination.”
Q:
Is Garden SpinCo required to have a certain amount of cash in connection with the Merger? Is there an adjustment based on the working capital of Garden SpinCo?
A:
The Separation Agreement provides that 3M will cause Garden SpinCo to have at least $3 million in cash or cash equivalents remaining in the business at the Separation effective time. The Separation Agreement also provides for a working capital adjustment. Based upon the actual amount of the net working capital of the Food Safety Business on the last calendar day of the month immediately preceding the Closing Date relative to an agreed upon target amount of net working capital, Garden SpinCo may be required to pay cash to 3M or 3M may be required to pay cash to Garden SpinCo. Any such adjustment will occur following the closing of the Merger and will not impact the number of shares of Neogen common stock to be issued in the Merger. See “The Transaction Agreements—The Separation Agreement—Consideration for the Transfer of Assets.”
Q:
Will Neogen or Garden SpinCo incur indebtedness in connection with the Separation, the Distribution and the Merger?
A:
Yes. In connection with the Transactions, Garden SpinCo has obtained financing commitments from certain financial institutions that will permit Garden SpinCo to incur borrowings in an aggregate principal amount of up to $1.0 billion (subject to certain conditions). Garden SpinCo may issue debt securities or incur other
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long-term debt financing in lieu of borrowing under the financing commitments. Garden SpinCo expects to use the proceeds of such financings to make the SpinCo Cash Payment to 3M, complete the Debt Exchange and fund the purchase price under the Asset Purchase Agreement. See “Debt Financing Arrangements.”
Q:
Can Neogen, 3M or Garden SpinCo stockholders demand appraisal of their shares?
A:
No. Neogen shareholders do not have appraisal rights under Michigan law in connection with the Transactions. Neither 3M nor Garden SpinCo stockholders have appraisal rights under Delaware law in connection with the Transactions.
Q:
Who can answer my questions about the Transactions?
A:
If you have any questions about the Transactions, please contact the information agent, [ ], located at [ ] or at the telephone number [ ].
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SUMMARY
The following summary contains certain information described in more detail elsewhere in this prospectus. To better understand the proposed Transactions, and for a more complete description of the legal terms of the Separation and the Merger, you should read this entire prospectus carefully, as well as those additional documents to which we refer you. See also “Where You Can Find Additional Information; Incorporation by Reference.”
Terms of the Exchange Offer (Page 65)
3M is offering to exchange all shares of Garden SpinCo common stock that are owned by 3M for shares of 3M common stock. You may tender all, some or none of your shares of 3M common stock. This prospectus and related documents are being sent to persons who directly held shares of 3M common stock on [ ], 2022 and brokers, banks and similar persons whose names or the names of whose nominees appear on 3M’s stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares of 3M common stock.
3M common stock validly tendered and not properly withdrawn will be accepted for exchange at the exchange ratio determined as described in “Exchange Offer—Terms of This Exchange Offer,” on the terms and subject to the conditions and limitations described below, including the proration provisions.
3M will promptly return any shares of 3M common stock that are not accepted for exchange following the expiration of this Exchange Offer and the determination of the final proration factor, if any, described below. After the expiration of this Exchange Offer, shares accepted for exchange by 3M may not be withdrawn; provided, however, that such shares may be withdrawn at any time after the expiration of 40 business days from the commencement of this Exchange Offer if this Exchange Offer has not then been consummated.
For the purposes of illustration, the table below indicates the number of shares of Garden SpinCo common stock that you would receive per share of your 3M common stock accepted for exchange in this Exchange Offer, calculated on the basis described above and taking into account the upper limit described above, assuming a range of averages of the daily VWAP of 3M common stock and Neogen common stock on the Valuation Dates. The first row of the table below shows the indicative calculated per-share value of 3M common stock, the indicative calculated per-share value of Garden SpinCo common stock and the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE and Nasdaq, respectively, on [  ], 2022, based on the daily VWAPs of 3M common stock and Neogen common stock on [ ], 2022, [  ], 2022 and [ ], 2022. The table also shows the effects of a 10% increase or decrease in either or both the calculated per-share value of 3M common stock and the calculated per-share value of Garden SpinCo common stock based on changes relative to the values of [ ], 2022.
3M Common Stock
Neogen Common Stock
Calculated
Per-Share
Value of 3M
Common Stock
(A)
Calculated Per-
Share Value of
Garden SpinCo
Common Stock
(Before the [ ]%
Discount)
(B)
Shares of
Garden SpinCo
Common Stock
To Be Received
Per Share of
3M Common
Stock Tendered
and Accepted for
Exchange (the
Exchange Ratio)
(C)
Calculated Value
Ratio
(D)
As of [ ], 2022
As of [ ], 2022
$
$
 
 
Down 10%
Up 10%
$
$
 
 
Down 10%
Unchanged
$
$
 
 
Down 10%
Down 10%
$
$
 
 
Unchanged
Up 10%
$
$
 
 
Unchanged
Down 10%
$
$
 
 
Up 10%
Up 10%
$
$
 
 
Up 10%
Unchanged
$
$
 
 
Up 10%
Down 10%
$
$
 
 
(A)
As of [ ], 2022, the calculated per-share value of 3M common stock equals the simple arithmetic average of daily VWAPs on each of the three most recent prior trading dates ($[ ], $[ ] and $[ ]).
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(B)
As of [ ], 2022, the calculated per-share value of Garden SpinCo common stock equals the simple arithmetic average of daily Neogen VWAPs on each of the three most recent prior trading dates ($[ ], $[ ] and $[ ]).
(C)
Equal to (i) the amount calculated as [A / (B*(1-[ ]%))] or (ii) the upper limit, whichever is less.
(D)
The calculated value ratio equals (i) the calculated per-share value of Garden SpinCo common stock (B) multiplied by the exchange ratio (C), divided by (ii) the calculated per-share value of 3M common stock (A), rounded to three decimal places.
For example, if the calculated per-share value of 3M common stock was $[ ] (the highest closing price for 3M common stock on the NYSE during the [ ]-month period prior to commencement of this Exchange Offer) and the calculated per-share value of Garden SpinCo common stock was $[ ] (the lowest closing price for Neogen common stock on Nasdaq during that [ ]-month period), the value of Garden SpinCo common stock, based on the Neogen common stock price, received for shares of 3M common stock accepted for exchange in this Exchange Offer would be approximately $[ ] for each $100 of 3M common stock accepted for exchange in this Exchange Offer.
Extension; Termination; Amendment
This Exchange Offer, and your withdrawal rights, will expire at [ ], New York City time, on [ ], 2022, unless this Exchange Offer is extended or terminated. You must tender your shares of 3M common stock prior to this time if you want to participate in this Exchange Offer. 3M may extend, terminate or amend this Exchange Offer as described in this prospectus.
Any such extension, termination or amendment will be followed as promptly as practicable by public announcement thereof by 3M, which, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.
Conditions to Consummation of this Exchange Offer
3M’s obligation to exchange shares of Garden SpinCo common stock for shares of 3M common stock is subject to the conditions listed under “Exchange Offer—Conditions to Consummation of This Exchange Offer.” These conditions include:
the absence of (i) any event reasonably likely to restrain, prohibit or delay consummation of this Exchange Offer, (ii) any general suspension of trading in securities on any national securities exchange in the United States, (iii) any extraordinary or material adverse change in U.S. financial markets generally, (iv) a declaration of a banking moratorium in respect of banks in the United States, (v) a commencement of war, (vi) any condition or event that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, properties, condition or results of operations of 3M, Neogen or Garden SpinCo, or (vii) a market disruption event (as defined under “Exchange Offer—Conditions to Consummation of this Exchange Offer”);
the approval by Neogen’s shareholders of the issuance of Neogen common stock in connection with the Merger and certain other transaction-related proposals;
the registration statement on Forms S-4 and S-1 of which this prospectus is a part having become effective under the Securities Act;
the receipt by 3M of the Distribution Tax Opinion and an opinion from Ernst & Young (“EY”), regarding the tax treatment of the Contribution and Distribution and certain internal restructuring transactions undertaken in the Separation (together, the “Distribution Tax Opinions”), the IRS Ruling and certain tax rulings issued by the Swiss tax authorities relating to certain aspects of the intended tax treatment of the Transactions;the completion of various transaction steps (including the receipt of the SpinCo Cash Payment);
each of the conditions to the obligation of the parties to the Merger Agreement to consummate the Merger (other than this Exchange Offer) and effect the other transactions contemplated by the Merger Agreement having been satisfied or waived (other than those conditions that by their nature are to be satisfied contemporaneously with the Distribution and/or the Merger), including the receipt of required regulatory approvals under applicable antitrust laws, which approvals the parties have obtained as described under “The Transactions – Regulatory Approvals”;
the shares of Neogen common stock to be issued in the Merger have been authorized for listing on Nasdaq; and
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the Merger Agreement and the Separation Agreement having not been terminated.
See “The Transaction Agreements—The Separation Agreement—Conditions to the Distribution.”
3M may waive any of the conditions to this Exchange Offer prior to the expiration of this Exchange Offer. Garden SpinCo has no right to waive any of the conditions to this Exchange Offer. If 3M waives receipt of the Distribution Tax Opinions, IRS Ruling or certain tax rulings issued by the Swiss tax authorities, 3M will evaluate the appropriate facts and circumstances at that time and make such additional disclosure and take such other actions, including extension of the Exchange Offer, as may be required by applicable law. See “Exchange Offer-Terms of This Exchange Offer-Extension; Termination; Amendment.” Neogen has no right to waive any of the conditions to this Exchange Offer (other than certain conditions relating to the Merger).
Conditions to the Merger
The obligations of the parties to the Merger Agreement to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver by 3M and Neogen, at or prior to the closing of the Merger, of each of the following conditions:
the expiration or termination of any applicable waiting period under the HSR Act, and receipt of specified consents, authorizations, orders or approvals required under certain competition laws;
the absence of any voluntary agreement between Neogen or 3M (solely to the extent that entry into such agreement was consented to by the other party) and any government authority pursuant to which Neogen or 3M has agreed not to consummate the transaction contemplated by the Merger Agreement for any period of time;
the consummation of the transactions contemplated by the Separation Agreement to occur prior to the Distribution in all material respects;
the effectiveness of the registration statement of Neogen and the registration statement of Garden SpinCo, and the absence of any stop order issued by the SEC or any actual or threatened proceeding before a governmental authority seeking a stop order with respect thereto, and the expiration of any offer or notice period under stock exchange rules or securities laws in connection with the Distribution;
the approval by Neogen shareholders of the Share Issuance Proposal, Neogen Charter Amendment Proposal and Neogen Bylaw Board Size Proposal;
the absence of any law or order by a governmental authority that restrains, enjoins or prohibits the consummation of the Merger or the other Transactions; and
the approval for listing on Nasdaq of the shares of Neogen common stock to be issued in the Merger.
3M’s and Garden SpinCo’s obligations to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver by 3M, at or prior to the closing of the Merger, of each of the following additional conditions:
the performance or compliance in all material respects by Neogen and Merger Sub of all obligations, covenants and agreements required to be complied with or performed by them on or prior to the effective time of the Merger under the Merger Agreement;
the accuracy in all material respects of Neogen’s and Merger Sub’s representations and warranties with respect to organization and the authority of Neogen and Merger Sub, the binding nature of the Transaction Agreements on Neogen and Merger Sub and brokers’ fees;
the accuracy in all respects of Neogen’s and Merger Sub’s representations and warranties with respect to the capitalization of Neogen and Merger Sub, the approval of the Neogen board required to consummate the Transactions and the approval of Neogen’s shareholders required to consummate the Transactions, as of the date of the Merger Agreement and the date of the consummation of the Merger (except for de minimis inaccuracies);
the absence of a Neogen material adverse effect;
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the accuracy in all respects of all other representations and warranties made by Neogen and Merger Sub (without giving effect to any materiality, material adverse effect or similar qualifiers), except as would not have a material adverse effect on Neogen and its subsidiaries;
the receipt by 3M of a tax opinion from Wachtell Lipton regarding the intended tax treatment of the Merger;
the IRS Ruling and certain tax rulings issued by the Swiss tax authorities relating to certain aspects of the intended tax treatment of the Transactions continuing to be valid and in full force and effect;
the consummation of the Debt Exchange or the implementation of an alternative structure as provided in the Merger Agreement and the Separation Agreement or the implementation of an alternative structure and the receipt of the SpinCo Cash Payment; and
the execution and delivery by Neogen of a certificate certifying that certain conditions above have been duly satisfied and other documents to be delivered in connection with the Closing.
Neogen’s and Merger Sub’s obligations to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver by Neogen, at or prior to the closing of the Merger, of each of the following additional conditions:
the performance or compliance in all material respects by 3M and Garden SpinCo of all obligations, covenants and agreements required to be complied with or performed by them on or prior to the effective time of the Merger under the Merger Agreement;
the accuracy in all material respects of 3M’s and Garden SpinCo’s representations and warranties with respect to the authority of 3M and Garden SpinCo, the binding nature of the Transaction Documents on 3M and Garden SpinCo, the organization of Garden SpinCo and brokers’ fees;
the accuracy in all respects of 3M’s and Garden SpinCo's representations and warranties with respect to the capitalization of Garden SpinCo, the approval of the boards of 3M and Garden SpinCo required to consummate the Transactions and the approval of Garden SpinCo’s sole shareholder required to consummate the Transactions (except for de minimis inaccuracies);
the absence of a Garden SpinCo material adverse effect;
the accuracy in all respects of all other representations and warranties made by 3M and Garden SpinCo (without giving effect to any materiality, material adverse effect or similar qualifiers), except as would not have a material adverse effect on Garden SpinCo and its subsidiaries;
the receipt by Neogen of a tax opinion from Weil regarding the intended tax treatment of the Merger;
the delivery to Neogen of a certificate and IRS notice stating that the interests of Garden SpinCo are not U.S. real property interests within the meaning of the Internal Revenue Code and the applicable Treasury Regulations; and
the execution and delivery of a certificate certifying that certain conditions above have been duly satisfied and other documents to be delivered in connection with the Closing.
See “The Transaction Agreements—The Merger Agreement—Conditions to the Merger.”
Proration; Tenders for Exchange by Holders of Fewer than 100 Shares of 3M Common Stock
If, upon the expiration of this Exchange Offer, 3M stockholders have validly tendered and not properly withdrawn more shares of 3M common stock than 3M is able to accept for exchange (taking into account the exchange ratio and the total number of shares of Garden SpinCo common stock owned by 3M), 3M will accept for exchange the 3M common stock validly tendered and not properly withdrawn by each tendering stockholder on a pro rata basis, based on the proportion that the total number of shares of 3M common stock to be accepted for exchange bears to the total number of shares of 3M common stock validly tendered and not properly withdrawn (rounded to the nearest whole number of shares of 3M common stock), and subject to any adjustment necessary to ensure the exchange of all shares of Garden SpinCo common stock being offered by 3M in this Exchange Offer, except for tenders of odd lots, as described below.
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3M will announce the preliminary proration factor for this Exchange Offer at [ ] and separately by press release promptly after the expiration of this Exchange Offer. Upon determining the number of shares of 3M common stock validly tendered for exchange and not properly withdrawn, 3M will announce the final results of this Exchange Offer, including the final proration factor for this Exchange Offer.
Beneficial holders (other than participants in any of the 3M Savings Plans) of less than 100 shares of 3M common stock who validly tender all of their shares may elect not to be subject to proration by completing the section in the applicable letter of transmittal entitled “Odd-Lot Shares.” If your odd-lot shares are held by a broker for your account, you can contact the broker and request this preferential treatment. All of your odd-lot shares will be accepted for exchange without proration if 3M completes this Exchange Offer.
Fractional Shares
Fractional shares of Garden SpinCo common stock will be issued in the Distribution. Garden SpinCo common stock (including the fractional shares) will be held by the Distribution Exchange Agent for the benefit of 3M stockholders whose shares of 3M common stock are accepted for exchange in this Exchange Offer and, if this Exchange Offer is completed but not fully subscribed, for distribution in the Clean-Up Spin-Off. If this Exchange Offer is terminated by 3M without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), 3M intends to distribute all shares of Garden SpinCo common stock owned by 3M on a pro rata basis to holders of 3M common stock, with a record date to be announced by 3M. Following the consummation of this Exchange Offer, Merger Sub will be merged with and into Garden SpinCo, whereby Garden SpinCo will continue as the surviving corporation and a wholly owned subsidiary of Neogen. Each share of Garden SpinCo common stock outstanding immediately prior to the effective time of the Merger (except for the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of Neogen common stock equal to the Exchange Ratio, such that immediately following the Merger, Garden SpinCo stockholders will own, in the aggregate, approximately 50.1% of the issued and outstanding shares of Neogen common stock and pre-Merger Neogen shareholders will own, in the aggregate, approximately 49.9% of the issued and outstanding shares of Neogen common stock. No fractional shares of Neogen common stock will be issued in the Merger. Instead, Garden SpinCo stockholders who would otherwise be entitled to receive a fractional share of Neogen common stock (after aggregating all fractional shares that would otherwise have been issuable to such stockholder) will receive cash in lieu of such fractional share. The Merger Exchange Agent will aggregate all fractional shares that would otherwise be issuable to Garden SpinCo stockholders (after first aggregating all fractional shares to which any individual stockholder would otherwise be entitled) and will sell such shares on the open market at then-prevailing prices. The Merger Exchange Agent will make the net cash proceeds of such sales (after any tax withholding, brokerage charges, commissions and conveyance and similar taxes), available, without interest, to Garden SpinCo stockholders that would otherwise have been entitled to a fractional share of Neogen common stock, on a pro rata basis based on such stockholders’ respective fractional interests.
Holders who are tendering shares of 3M common stock represented by units in the 3M stock fund allocated to their 3M Savings Plans accounts should refer to the special instructions provided to them by or on behalf of their applicable plan administrator or other plan fiduciary for information that is specific to the 3M Savings Plans.
Procedures for Tendering
For you to validly tender your shares of 3M common stock pursuant to this Exchange Offer, prior to the expiration of this Exchange Offer:
If you hold certificates representing shares of 3M common stock, you must deliver to the Distribution Exchange Agent a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents. If you hold certificates representing shares of 3M common stock, you must also deliver to the Distribution Exchange Agent the certificates representing the shares of 3M common stock tendered. Since certificates are not issued for DRS shares, you do not need to deliver any certificates representing those shares to the Distribution Exchange Agent.
If your shares of 3M common stock are held in book-entry via the DRS, you may deliver to the Distribution Exchange Agent a properly completed and duly executed letter of transmittal, along with
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any required signature guarantees and any other required documents, or complete an electronic Letter of Transmittal via the Distribution Exchange Agent’s Exchange Offer Election Website. Instructions for participating online will be included with your Letter of Transmittal.
If you hold shares of 3M common stock through a bank, broker or other nominee, you should receive instructions from your broker on how to participate in this Exchange Offer. In this situation, do not complete a letter of transmittal to tender your 3M common stock. Please contact your broker directly if you have not yet received instructions. Some financial institutions may also effect tenders by book-entry transfer through The Depository Trust Company.
Participants in (or the applicable investment fiduciary of) the 3M Savings Plans should follow the special instructions that are being sent to them by or on behalf of their applicable plan administrator or other plan fiduciary. Such participants or investment fiduciary should not use the letter of transmittal to direct the tender of shares of 3M common stock held in these plans, but should instead use the Exchange Offer election form provided to them by or on behalf of their plan administrator or other plan fiduciary. Such participants or investment fiduciary may direct the applicable plan trustee to tender all, some or none of the shares of 3M common stock allocated to their 3M Savings Plans accounts, subject to any limitations set forth in the special instructions provided to them, by the deadline specified in the special instructions sent by or on behalf of the applicable plan administrator or other plan fiduciary.
Delivery of Garden SpinCo Common Stock
Upon consummation of this Exchange Offer, 3M will deliver to the Distribution Exchange Agent a book-entry authorization representing (a) all of the shares of Garden SpinCo common stock being exchanged in this Exchange Offer, with instructions to hold the shares of Garden SpinCo common stock as agent for the holders of shares of 3M common stock validly tendered and not properly withdrawn in this Exchange Offer and (b) in the case of a clean-up spin-off, if any, 3M stockholders whose shares of 3M common stock remain outstanding after the consummation of this Exchange Offer. Shares of Neogen common stock will be delivered to Garden SpinCo stockholders following the effective time of the Merger, pursuant to the procedures determined by the Merger Exchange Agent. See “Exchange Offer—Terms of This Exchange Offer—Exchange of Shares of 3M Common Stock.”
Withdrawal Rights
Shares of 3M common stock validly tendered pursuant to this Exchange Offer may be withdrawn at any time before the expiration of this Exchange Offer and unless 3M has previously accepted such shares for exchange pursuant to this Exchange Offer, may also be withdrawn at any time after the expiration of 40 business days from the commencement of this Exchange Offer. Once 3M accepts 3M common stock for exchange pursuant to this Exchange Offer, your tender is irrevocable.
If you hold shares of 3M common stock represented by units in the 3M stock fund through the 3M Savings Plans, you or the investment fiduciary of the 3M stock fund under such plan, as applicable, shall direct the trustee of such plan that all, some or none of the shares of 3M common stock held in your 3M Savings Plan account be exchanged.
No Appraisal Rights
No appraisal rights are available to holders of 3M common stock in connection with this Exchange Offer or any Clean-Up Spin-Off (in the event this Exchange Offer is not fully subscribed) of shares of Garden SpinCo common stock. If this Exchange Offer were to be terminated by 3M without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), no appraisal rights would be available to holders of 3M common stock in the spin-off of shares of Garden SpinCo common stock.
Distribution of Garden SpinCo Common Stock Remaining After This Exchange Offer
All shares of Garden SpinCo common stock owned by 3M that are not exchanged in this Exchange Offer will be distributed in the Clean-Up Spin-Off to holders of 3M common stock whose shares of 3M common stock remain outstanding after the consummation of this Exchange Offer. The record date for the Clean-Up Spin-Off, if
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any, will be announced by 3M. Any 3M stockholder who validly tenders (and does not properly withdraw) shares of 3M common stock accepted for exchange in this Exchange Offer will with respect to such shares waive their rights to receive, and forfeit any rights to, shares of Garden SpinCo common stock distributed in the Clean-Up Spin-Off.
Upon consummation of this Exchange Offer, 3M will deliver to the Distribution Exchange Agent a book-entry authorization representing (a) all of the shares of Garden SpinCo common stock being exchanged in this Exchange Offer, with instructions to hold the shares of Garden SpinCo common stock as agent for the holders of shares of 3M common stock validly tendered and not properly withdrawn in this Exchange Offer and (b) in the case of a Clean-Up Spin-Off, if any, 3M stockholders whose shares of 3M common stock remain outstanding after the consummation of this Exchange Offer. Shares of Neogen common stock will be delivered following the effectiveness of the Merger, pursuant to the procedures determined by the Distribution Exchange Agent. See “Exchange Offer—Terms of This Exchange Offer—Exchange of Shares of 3M Common Stock.”
If this Exchange Offer is terminated by 3M without the exchange of shares, but the conditions to consummation of the Transactions have otherwise been satisfied, 3M intends to distribute all shares of Garden SpinCo common stock owned by 3M on a pro rata basis to holders of 3M common stock, with a record date to be announced by 3M.
Information About Neogen and Merger Sub (Page 80)
Neogen Corporation
620 Lesher Place
Lansing, Michigan 48912
Telephone: (517) 372-9200
Neogen Corporation, which we refer to as Neogen, is a Michigan corporation incorporated in 1981. Neogen common stock is listed on Nasdaq under the symbol “NEOG.” Neogen and its subsidiaries develop, manufacture and market a diverse line of products and services dedicated to food and animal safety. Neogen’s Food Safety segment consists primarily of diagnostic test products and complementary products (e.g., culture media) sold to food producers and processors to detect dangerous and/or unintended substances in human food and animal feed, such as foodborne pathogens, spoilage organisms, natural toxins, food allergens, genetic modifications, ruminant by-products, meat speciation, drug residues, pesticide residues and general sanitation concerns. Neogen’s Animal Safety segment is engaged in the development, manufacture, marketing and distribution of veterinary instruments, pharmaceuticals, vaccines, topicals, diagnostic products, rodenticides, cleaners, disinfectants, insecticides and genomics testing services for the worldwide animal safety market. For more information on Neogen, see “Information About Neogen and Merger Sub.”
Nova RMT Sub, Inc.
c/o Neogen Corporation
620 Lesher Place
Lansing, Michigan 48912
Telephone: (517) 372-9200
Nova RMT Sub, Inc., which we refer to as Merger Sub, is a wholly owned subsidiary of Neogen that was incorporated in the State of Delaware on December 10, 2021, for the purposes of merging with and into Garden SpinCo in the Merger. Merger Sub has not carried on any activities other than in connection with the Merger Agreement. For more information on Merger Sub, see “Information About Neogen and Merger Sub.”
Information About 3M (Page 82)
3M Company
3M Center
St. Paul, Minnesota 55144
(615) 733-1110
3M Company, which we refer to as 3M, is a Delaware corporation incorporated in 1929 to continue operations begun in 1902. 3M common stock is listed on the NYSE under the symbol “MMM.” 3M is a diversified technology company with a global presence in the following businesses: Safety and Industrial; Transportation and Electronics; Health Care; and Consumer. 3M is among the leading manufacturers of products
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for many of the markets it serves. Most 3M products involve expertise in product development, manufacturing and marketing, and are subject to competition from products manufactured and sold by other technologically oriented companies. For more information on 3M, see “Information About 3M.”
Information About Garden SpinCo Corporation (Page 79)
Garden SpinCo Corporation
c/o 3M Company
3M Center
St. Paul, Minnesota 55144
(615) 733-1110
Garden SpinCo Corporation, which we refer to as Garden SpinCo, a wholly owned subsidiary of 3M, was incorporated in the State of Delaware on December 10, 2021, to own and operate 3M’s Food Safety Business. In connection with the Transactions, among other things, 3M will cause specified assets and liabilities used in the Food Safety Business to be conveyed to Garden SpinCo in exchange for the issuance to 3M of Garden SpinCo common stock and the SpinCo Cash Payment. For more information on the Food Safety Business, see “Information About the Food Safety Business.”
Information About the Food Safety Business (Page 83)
The Food Safety Business is a global leader in food safety solutions, protecting the health of consumers and the brands of its customers by providing cost-effective solutions in detecting food contamination in commercial food products. The Food Safety Business has been historically managed as part of 3M’s Healthcare Business Group. For more information on the Food Safety Business, see “Information About the Food Safety Business.”
The Transactions (Page 116)
On December 13, 2021, 3M, Garden SpinCo, Neogen and Merger Sub entered into the Merger Agreement and 3M, Garden SpinCo and Neogen entered into the Separation Agreement, pursuant to which Neogen will combine with 3M’s Food Safety Business. As a result of and immediately following the Transactions, Garden SpinCo stockholders will own, in the aggregate, approximately 50.1% of the issued and outstanding shares of Neogen common stock and pre-Merger Neogen shareholders will own, in the aggregate, approximately 49.9% of the issued and outstanding shares of Neogen common stock. 3M stockholders that do not participate in this Exchange Offer will retain the shares of 3M common stock that they held prior to the Merger.
In connection with the Transactions, 3M, Neogen and Garden SpinCo have entered into the Separation Agreement to effect the Separation and the Asset Purchase Agreement to effect the direct sale of certain assets and liabilities related to the Food Safety Business from 3M or its subsidiaries to Neogen or its subsidiaries. The parties have entered into or will enter into several other agreements to provide a framework for their relationship after the Distribution and the Merger. These agreements provide for the allocation between 3M, on the one hand, and Garden SpinCo and Neogen, on the other hand, of certain assets, liabilities and obligations related to the Food Safety Business and will govern the relationship between 3M, Garden SpinCo and Neogen after the Distribution and the Merger. In connection with the Transactions:
(1)
Neogen, Garden SpinCo and 3M entered into an Employee Matters Agreement, which relates to, among other things, 3M’s, Garden SpinCo’s and Neogen’s obligations with respect to current and former employees of the Food Safety Business;
(2)
Garden SpinCo and 3M will enter into several transition agreements, which we refer to as the Transition Arrangements, pursuant to which each party will, on a transitional basis, provide the other party with certain support services and other assistance after the Distribution and Merger; and
(3)
Neogen, Garden SpinCo and 3M will enter into a Tax Matters Agreement, providing for, among other things, the allocation between 3M, on the one hand, and Garden SpinCo and Neogen, on the other hand, of certain rights and obligations with respect to tax matters. For a more complete discussion of the agreements related to the Transactions, see “The Transaction Agreements” and “Additional Agreements Related to the Separation, the Distribution and the Merger.”
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Transaction Sequence (Page 117)
Below is a step-by-step list illustrating the sequence of material events relating to the Reorganization, the Distribution and the Merger. Each of these events is discussed in more detail elsewhere in this prospectus. Neogen and 3M anticipate that the Reorganization, the Distribution and the Merger will occur in the following order:
Step 1: Prior to the date of the Distribution (described in Step 3 below), 3M, Garden SpinCo and certain of each of their subsidiaries will engage in a series of actions, which may include transfers of securities, formation of new entities or other actions, to effect an internal restructuring in order to separate the Food Safety Business from the other businesses of 3M. These internal restructuring actions, as contemplated by the Separation Agreement and the Separation Step Plan, together with the actions described in Step 2 below, are referred to as the Reorganization. In connection with the Reorganization, and in partial consideration for the transfer of the Food Safety Business’s assets to Garden SpinCo, Garden SpinCo will (a) issue to 3M any additional shares of Garden SpinCo common stock required such that the number of shares of Garden SpinCo common stock held by 3M shall be equal to the number of shares required to effect the Distribution (described in Step 3 below), (b) make the SpinCo Cash Payment and (c) issue to 3M any SpinCo Exchange Debt.
Step 2: On or around the Distribution Date (described in Step 3 below), but prior to the Merger, to the extent not previously effected pursuant to Step 1, (a) 3M and certain 3M subsidiaries will transfer to Garden SpinCo or a Garden SpinCo designee certain assets related to the Food Safety Business and certain liabilities related to the Food Safety Business, and (b) if needed, Garden SpinCo and certain Garden SpinCo subsidiaries will transfer to 3M or a 3M designee assets and liabilities that do not form part of the Food Safety Business. Also on or around the Distribution Date, 3M or certain of its subsidiaries will transfer certain assets and liabilities related to the Food Safety Business directly to Neogen or its subsidiaries pursuant to the Asset Purchase Agreement.
Step 3: On the closing date of the Merger, but prior to the Merger, 3M will distribute 100% of the shares of Garden SpinCo common stock to 3M stockholders. If this Exchange Offer is consummated, but this Exchange Offer is not fully subscribed because fewer than all shares of Garden SpinCo common stock owned by 3M are exchanged, the remaining shares of Garden SpinCo common stock owned by 3M will be distributed in the Clean-Up Spin-Off to 3M stockholders whose shares of 3M common stock remain outstanding after consummation of this Exchange Offer. If this Exchange Offer is terminated by 3M without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), 3M intends to distribute all shares of Garden SpinCo common stock owned by 3M on a pro rata basis to holders of 3M common stock, with a record date to be announced by 3M. See “—The Separation—The Distribution—Exchange Offer and Split-Off.” The date on which the Distribution occurs is referred to as the Distribution Date.
3M will deliver to the Distribution Exchange Agent, for the account of the relevant 3M stockholders, the book-entry authorizations representing all of the outstanding shares of Garden SpinCo common stock being distributed in the Distribution. The Distribution Exchange Agent will hold such shares for the account of the relevant 3M stockholders, pending the consummation of the Merger. Shares of Garden SpinCo common stock will not be able to be transferred during this period.
Step 4: In the Merger, Merger Sub will be merged with and into Garden SpinCo, with Garden SpinCo surviving as a wholly owned subsidiary of Neogen. In the Merger, each outstanding share of Garden SpinCo common stock (except for the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of Neogen common stock equal to the Exchange Ratio, together with cash in lieu of any fractional shares of Neogen common stock.
Immediately after the consummation of the Merger, Garden SpinCo stockholders will own, in the aggregate, approximately 50.1% of the issued and outstanding shares of Neogen common stock and pre-Merger Neogen shareholders will own, in the aggregate, approximately 49.9% of the issued and outstanding shares of Neogen common stock.
Step 5: The Merger Exchange Agent will distribute to Garden SpinCo stockholders shares of Neogen common stock in the form of a book-entry authorization and, if applicable, cash in lieu of any fractional shares of Neogen common stock to which such holders would otherwise have been entitled (after aggregating all
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fractional shares that would have otherwise been issuable to each stockholder), without interest, in an amount equal to such stockholder’s pro rata fractional interest in the net cash proceeds resulting from the Merger Exchange Agent’s sale of all such fractional shares on the open market at then-prevailing prices.
Step 6: On or around the effective time of the Merger, 3M and Neogen will complete the sale of certain assets and liabilities of the Food Safety Business directly from certain subsidiaries of 3M to certain subsidiaries of Neogen for cash in lieu of such assets and liabilities being transferred to Garden SpinCo in connection with the Contribution.
Set forth below are diagrams that graphically illustrate, in simplified form, the existing corporate structure of the parties to the Transactions, the corporate structure of the parties immediately following the Distribution but before the Merger, and the final corporate structure immediately following the consummation of the Merger. The diagrams below assume a split-off with no subsequent Clean-Up Spin-Off.
Structure Immediately Before the Distribution

Structure Following the Distribution but Before the Merger

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Structure Following the Merger

The Separation (Page 120)
The Reorganization
As part of the Reorganization and prior to the Distribution, to the extent not previously effected pursuant to an internal restructuring, (a) 3M and certain 3M subsidiaries will transfer to Garden SpinCo certain assets related to the Food Safety Business and certain liabilities related to the Food Safety Business, and (b) if needed, Garden SpinCo and certain Garden SpinCo subsidiaries will transfer to 3M or a 3M designee assets that do not form part of the Food Safety Business and liabilities excluded from the Food Safety Business, in order to separate the Food Safety Business from 3M’s other businesses prior to the Distribution.
Separately, on or around the Closing Date and pursuant to the transactions contemplated by the Asset Purchase Agreement, certain subsidiaries of 3M will directly sell certain assets and liabilities related to the Food Safety Business to Neogen or its applicable subsidiaries.
The Distribution—Exchange Offer and Split-Off
On the closing date of the Merger, 3M will distribute 100% of the shares of Garden SpinCo common stock to 3M stockholders. In this Exchange Offer, 3M is offering its stockholders the option to exchange all or a portion of their shares of 3M common stock for shares of Garden SpinCo common stock. In the event this Exchange Offer is not fully subscribed, 3M will distribute the remaining shares of Garden SpinCo common stock owned by 3M on a pro-rata basis to 3M stockholders whose shares of 3M common stock remain outstanding after the consummation of this Exchange Offer, which we refer to as the Clean-Up Spin-Off.
Any 3M stockholder who validly tenders (and does not properly withdraw) shares of 3M common stock that are accepted for exchange in this Exchange Offer will, with respect to such shares, waive their rights to receive, and forfeit any rights to, any shares of Garden SpinCo common stock distributed in the Clean-Up Spin-Off. If there is a Clean-Up Spin-off, the Distribution Exchange Agent will calculate the exact number of shares of Garden SpinCo common stock owned by 3M that will not be exchanged in this Exchange Offer, which shares will be distributed on a pro rata basis to the remaining holders of 3M common stock (after giving effect to the consummation of this Exchange Offer) immediately thereafter. If this Exchange Offer is terminated by 3M without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), 3M intends to distribute all shares of Garden SpinCo common stock owned by 3M on a pro rata basis to holders of 3M common stock, with a record date to be announced by 3M.
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The Distribution Exchange Agent will hold, for the account of the relevant 3M stockholders, book-entry authorizations representing all of the outstanding shares of Garden SpinCo common stock distributed in the Distribution pending the consummation of the Merger. Garden SpinCo common stock will not be transferrable during this period.
The Merger (Page 120)
Immediately after the Distribution, pursuant to and in accordance with the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Garden SpinCo whereupon the separate corporate existence of Merger Sub will cease and Garden SpinCo will survive the Merger as a wholly owned subsidiary of Neogen. After the Merger, Neogen will own the combined businesses of Neogen and the Food Safety Business and will continue its existence as a separately traded public company.
In the Merger, each share of Garden SpinCo common stock (except for the Merger Excluded Shares) will be automatically converted into the right to receive a number of shares of Neogen common stock equal to the Exchange Ratio, as described in “—Calculation of the Merger Consideration.” Following the Merger, the Merger Exchange Agent will deliver to each Garden SpinCo stockholder evidence of book-entry authorizations representing the number of whole shares of Neogen common stock that such stockholder is entitled to receive in the Merger. The Merger Exchange Agent also will deliver to each Garden SpinCo stockholder cash in lieu of any fractional shares of Neogen common stock that the stockholder would have otherwise been entitled to receive (after first aggregating all fractional shares to which any individual stockholder would otherwise be entitled). The Merger Exchange Agent will aggregate all fractional shares that would otherwise be issuable to Garden SpinCo stockholders (after first aggregating all fractional shares to which any individual stockholder would otherwise be entitled) and will sell such shares on the open market at then-prevailing prices. The Merger Exchange Agent will make the net cash proceeds of such sales (after any tax withholding, brokerage charges, commissions and conveyance and similar taxes), available, without interest, to Garden SpinCo stockholders that would otherwise have been entitled to a fractional share of Neogen common stock, on a pro rata basis based on such stockholders’ respective fractional interests. 3M stockholders entitled to shares of Garden SpinCo common stock in the Distribution will not be required to pay for the shares of Neogen common stock that they will be entitled to receive in the Merger. 3M stockholders that do not participate in this Exchange Offer will retain the shares of 3M common stock that they held prior to the Distribution.
Opinion of Neogen’s Financial Advisor (Page 137)
Neogen retained Centerview Partners LLC, which we refer to as Centerview, as financial advisor in connection with the Transactions. In connection with this engagement, the Neogen board requested that Centerview evaluate the fairness, from a financial point of view, to Neogen of the Exchange Ratio provided for pursuant to the Merger Agreement. On December 13, 2021, Centerview rendered to the Neogen board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated December 13, 2021 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Exchange Ratio provided for pursuant to the Merger Agreement was fair, from a financial point of view, to Neogen.
The full text of Centerview’s written opinion, dated December 13, 2021, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex D and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Neogen board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transactions and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to Neogen of the Exchange Ratio provided for pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement, the other Transaction Documents or the Transactions and does not constitute a recommendation to any shareholder of Neogen or any other person as to how such shareholder or other person should vote with respect to the Merger or otherwise act with respect to the Transactions or any other matter.
The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.
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Board of Directors and Executive Officers of Neogen Following the Merger (Page 150)
Effective as of the effective time of the Merger, the size of the Neogen board will be increased to 10 directors, and two individuals designated by 3M and reasonably acceptable to Neogen will be appointed to the board. The Merger Agreement provides that the individuals designated by 3M must be independent under the rules and regulations of Nasdaq and reasonably acceptable to Neogen, taking into account their skills and background and the composition and diversity of the Neogen board. The Neogen board is divided into three classes with staggered 3-year terms. The 3M designees will each be appointed to a different class on the Neogen board. If the initial term of any 3M designee expires at the first or second annual meeting of Neogen shareholders following the closing of the Transactions, Neogen has agreed to include such 3M designee in the slate of nominees that is recommended by the Neogen board to Neogen’s shareholders for election at such annual meeting. See “The Transaction Agreements—The Merger Agreement—Post-Closing Neogen Board of Directors and Officers.”
Neogen’s current Chief Executive Officer and President, John Adent, will continue to lead the combined company, together with Neogen’s existing senior executive team. Prior to and after the completion of the Transactions, Neogen’s Chief Executive Officer and President will continue to have principal responsibility in the appointment of Neogen’s senior executive team and determining their roles, titles and responsibilities.
Interests of Certain Persons in the Transactions (Page 151)
The directors and executive officers of 3M and Garden SpinCo will receive no extra or special benefit that is not shared on a pro rata basis by all other Garden SpinCo stockholders in connection with the Transactions. None of 3M’s or Garden SpinCo’s directors will receive any severance or other additional compensation as a result of the Transactions. As of the date of this prospectus, 3M's and Garden SpinCo's directors and executive officers do not have any financial interests in the Transactions that are different from, or in addition to, the financial interests of 3M's stockholders generally. As with all 3M stockholders, if a director or executive officer of 3M or Garden SpinCo owns shares of 3M common stock, such person may participate in the Exchange Offer on the same terms and conditions as other 3M stockholders. As of April 29, 2022, 3M’s directors and executive officers beneficially owned less than 1% of the outstanding shares of 3M common stock. All of Garden SpinCo’s outstanding common stock is currently owned directly by 3M.
Certain of Neogen’s directors and executive officers may have interests in the Transactions that may be different from, or in addition to, the interests of Neogen’s shareholders generally. By virtue of continuing to serve on the Neogen board following the Transactions, Neogen's directors may have different interests in the Transactions than the interests of Neogen's shareholders generally. Similarly, by virtue of continuining to serve as executive officers of Neogen following completion of the Transactions, Neogen’s executive officers may have interests in the Transactions that are different than the interests of Neogen shareholders generally, including that Neogen’s executive officers may in the future receive increased compensation reflective of their increased responsibilities and the larger scale and complexity of their roles with respect to the combined company.
As of the date of this prospectus, Neogen's directors and executive officers do not have any financial interests in the Transactions that are different from, or in addition to, the financial interests of Neogen's shareholders generally. As with all Neogen shareholders, Neogen's directors and executive officers may benefit from the Transactions as a result of their ownership of Neogen common stock, including any shares of Neogen common stock underlying retention equity award grants made in connection with the Transactions and other Neogen equity-based awards. As of April 29, 2022, the latest practicable date prior to the date hereof, Neogen's directors and executive officers beneficially owned, in the aggregate, less than 1% of the outstanding shares of Neogen common stock.
Neogen Shareholders’ Meeting (Page 153)
Under the terms of the Merger Agreement, Neogen is required to call a meeting of its shareholders for the purpose of voting upon the issuance of shares of Neogen common stock in the Merger and obtaining approval of the Neogen Charter Amendment Proposal and the Neogen Bylaw Board Size Proposal, as promptly as reasonably practicable following the date on which the SEC has declared effective the registration statement on Form S-4 being filed by Neogen to register the shares of Neogen common stock that will be issued in the Merger.
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In connection with the special meeting of its shareholders, and in order to provide Neogen shareholders with additional information and to seek approval of these matters, Neogen will prepare and deliver a proxy statement to its shareholders in accordance with applicable law and its organizational documents.
Approval of the Share Issuance Proposal will require the affirmative vote of a majority of the total votes cast by the holders of Neogen common stock entitled to vote thereon. Approval of the Neogen Charter Amendment Proposal and the Neogen Bylaw Board Size Proposal will each require the affirmative vote of a majority of the outstanding shares of Neogen common stock entitled to vote on the proposal at the Neogen shareholders’ meeting.
As of [ ], Neogen directors and executive officers and their affiliates were entitled to vote less than 1% of the outstanding shares of Neogen common stock. Neogen currently expects that all Neogen directors and executive officers will vote their shares in favor of the Share Issuance Proposal as well as the proposals to approve the Neogen Charter Amendment Proposal and Neogen Bylaw Board Size Proposal, although none of Neogen’s directors or executive officers have entered into an agreement requiring them to do so.
As of [ ], Garden SpinCo’s directors, executive officers and their affiliates were entitled to vote [ ]% of the outstanding shares of Neogen common stock.
No vote of 3M stockholders is required in connection with the Transactions. 3M, in its current capacity as the sole stockholder of Garden SpinCo, has adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger. No other vote or action with respect to the stockholders of Garden SpinCo is required in order for Garden SpinCo to effect the Merger, including no vote of 3M stockholders who receive shares of Garden SpinCo common stock in the Distribution.
Accounting Treatment of the Merger (Page 154)
Accounting Standards Codification Topic 805, Business Combinations, or ASC 805, requires the use of the acquisition method of accounting for business combinations. In applying the acquisition method, it is necessary to identify the accounting acquirer. In a business combination effected through an exchange of equity interests, such as the Merger, the entity that issues the interests (Neogen in this case) is generally the accounting acquirer. In identifying Neogen management as the accounting acquirer, Neogen management also considered the following: (1) Neogen’s current Chief Executive Officer and President will continue to lead the combined company, together with Neogen’s existing senior executive team; (2) the existing eight Neogen directors will continue to serve on the Neogen board, together with two new independent directors designated by 3M and reasonably acceptable to Neogen; (3) 3M will not hold any shares of Neogen following the Transactions, nor will 3M have any input on the strategic direction and management of Neogen following the Transactions; (4) while 3M stockholders who receive shares of Garden SpinCo common stock in the Distribution will, in the aggregate, hold approximately 50.1% of the total shares of Neogen outstanding following the Merger, no single shareholder or group of shareholders will hold a controlling interest; and (5) Neogen originally initiated discussions with 3M with respect to the Transactions. As a result of the identification of Neogen as the accounting acquirer, Neogen will record the business combination in its financial statements and will apply the acquisition method to account for the acquired assets and assumed liabilities of the Food Safety Business upon consummation of the Merger. 3M's election to distribute the shares of Garden SpinCo common stock in an Exchange Offer (including any Clean-Up Spin-Off) or by way of a pro-rata distribution does not impact Neogen's analysis of the accounting treatment of the Merger.
Regulatory Approvals (Page 155)
Neogen and 3M have each agreed to cooperate with each other and to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary to consummate the Merger and the transactions contemplated by the Transaction Documents as promptly as reasonably practicable (and in any event no later than the outside date), including obtaining all required regulatory approvals, subject to certain limitations. See “The Transaction Agreements—The Merger Agreement—Regulatory Matters.”
Under the HSR Act, the Merger may not be completed until the parties have filed notification and report forms with the Antitrust Division of the U.S. Department of Justice and the United States Federal Trade Commission, and the statutory waiting period of 30 calendar days has expired. Neogen and 3M filed the requisite notification and report forms on December 28, 2021. The waiting period expired at 11:59 p.m. Eastern Time on
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January 27, 2022. Additionally, it is a condition to the obligation of the parties to complete the Merger that Neogen and 3M obtain regulatory approval in Brazil. The parties submitted the requisite notification on January 12, 2022. CADE approved the transaction without restrictions on January 25, 2022 and the approval decision became final on February 11, 2022.
Notwithstanding the expiration of the waiting period under the HSR Act and the receipt of approval from CADE, antitrust or competition authorities could take such action under applicable antitrust or competition laws at any time before or after the consummation of the Merger as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger.
Debt Financing Arrangements (Page 197)
In connection with the entry into the Merger Agreement and the Separation Agreement, Garden SpinCo entered into the Debt Commitment Letter with the Commitment Parties (as defined below) pursuant to which such parties committed to provide the Financing in connection with the Transactions. Garden SpinCo and Neogen expect the SpinCo Cash Payment from Garden SpinCo to 3M to be funded with proceeds from the Permanent Financing in an aggregate principal amount of up to $1.0 billion. If the Permanent Financing is unavailable on or prior to the date of the SpinCo Cash Payment, the SpinCo Cash Payment will instead be funded with proceeds from the Financing.
Although Garden SpinCo and Neogen anticipate that the instruments and/or definitive loan documentation governing the Permanent Financing will contain customary covenants for companies of comparable creditworthiness and would carry an interest rate based on then-current market conditions, the terms of the Permanent Financing are not finalized and may not be determined prior to the time that Neogen shareholders are asked to approve the Share Issuance Proposal at the Neogen special meeting. The exact terms and interest rate of the Permanent Financing will be subject to market conditions at the time and there can be no assurance regarding if or when the Permanent Financing will be consummated or the terms of the Permanent Financing.
Material U.S. Federal Income Tax Consequences of the Distribution and the Merger (Page 216)
The consummation of the Distribution (which includes this exchange offer) is conditioned upon, among other things, the receipt of the IRS Ruling and the Distribution Tax Opinion (as defined in “Material U.S. Federal Income Tax Consequences of the Distribution and the Merger—Treatment of the Distribution”).
If 3M receives the IRS Ruling and the Distribution Tax Opinion to the effect that the Distribution, together with certain related transactions, qualifies as a “reorganization” for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, and the IRS Ruling and the Distribution Tax Opinion continue to be valid and in full force and effect, then, in general, for U.S. federal income tax purposes, no gain or loss will be recognized by, and no amount will be included in the income of, U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences of the Distribution and the Merger”) of 3M common stock upon the receipt of Garden SpinCo common stock in this exchange offer or in any pro rata distribution of Garden SpinCo common stock distributed to holders of 3M common stock if this exchange offer is undersubscribed (or if 3M determines not to consummate the exchange offer).
The consummation of the Merger is conditioned upon the IRS Ruling continuing to be valid and in full force and effect, as well as the receipt by 3M and Neogen of opinions from Wachtell Lipton and Weil, respectively, to the effect that the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. On the basis that the Merger so qualifies, in general, for U.S. federal income tax purposes, no gain or loss will be recognized by, and no amount will be included in the income of, U.S. Holders of Garden SpinCo common stock upon the receipt of shares of Neogen common stock in the Merger, except for any gain or loss recognized with respect to cash received in lieu of a fractional share of Neogen common stock.
If 3M waives receipt of the Distribution Tax Opinions, IRS Ruling or certain tax rulings issued by the Swiss tax authorities, 3M will evaluate the appropriate facts and circumstances at that time and make such additional disclosure and take such other actions, including extension of the Exchange Offer, as may be required by applicable law. See “Exchange Offer-Terms of This Exchange Offer-Extension; Termination; Amendment.”
Tax matters are complicated and the tax consequences of the Distribution, Merger and related transactions to you will depend on the facts of your own situation. You should read the summary in “Material U.S. Federal Income Tax Consequences of the Distribution and the Merger” and consult your own tax advisor for a full understanding of the tax consequences to you of the Distribution, Merger and related transactions.
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Summary Risk Factors (Page 37)
There are a number of risks that 3M stockholders and Neogen shareholders should consider in connection with the Transactions. These risks are discussed more fully in “Risk Factors.” Any of these risks could materially adversely affect the business, financial condition and results of operations of Neogen, the Food Safety Business or the combined company and the actual outcome of matters as to which forward-looking statements are made in this prospectus. These risks include, but are not limited to, the following:
The Transactions may not be completed on the terms or timeline currently contemplated, or at all, and the failure to complete the Transactions could adversely impact the market price of Neogen common stock as well as its business and operating results.
If the Transactions are completed, Neogen may not realize the anticipated financial and other benefits, including growth opportunities, expected from the Transactions.
The integration of the Food Safety Business with Neogen following the Transactions may present significant challenges, and the failure to successfully integrate the Food Safety Business could have a material adverse effect on the combined company’s business, financial condition or results of operations.
The pendency of the Merger could have an adverse effect on Neogen’s stock price, business, financial condition, results of operations or business prospects.
Neogen will incur significant costs related to the Transactions that could have a material adverse effect on its liquidity, cash flows and operating results.
The Transactions could discourage other companies from trying to acquire Neogen before or for a period of time following completion of the Transactions.
Neogen will be responsible for all Garden SpinCo Liabilities following the completion of the Transactions, and is acquiring the Garden SpinCo Assets on an “as is,” “where is” and “with all faults” basis.
If the Distribution, including the Debt Exchange, does not qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 of the Code, including as a result of actions taken in connection with the Reorganization, the Distribution or the Merger or as a result of subsequent acquisitions of shares of 3M, Neogen or Garden SpinCo, then 3M and/or 3M shareholders that received Garden SpinCo common stock in the Distribution could be required to pay substantial U.S. federal income taxes, and, in certain circumstances, Neogen and Garden SpinCo could be obligated to indemnify 3M for any tax liability imposed on 3M arising from Neogen’s actions or inactions.
Neogen is required to abide by potentially significant restrictions which could limit its ability to undertake certain corporate actions that otherwise could be advantageous prior to the completion of the Transactions.
Under the Tax Matters Agreement, Neogen and Garden SpinCo will be restricted from taking certain actions that could adversely affect the intended tax treatment of the Transactions, and such restrictions could significantly impair Neogen’s and Garden SpinCo’s ability to implement strategic initiatives that otherwise would be beneficial.
Current Neogen shareholders’ percentage ownership interest in Neogen will be substantially diluted in the Merger.
The calculation of the number of shares of Neogen common stock to be issued in the Merger will not be adjusted if there is a change in the value of the Food Safety Business or Neogen before the Merger is completed.
The Food Safety Business may be negatively impacted if Neogen is unable to provide benefits and services, or access to equivalent financial strength and resources, to the Food Safety Business that historically have been provided by 3M.
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The historical financial information of the Food Safety Business may not be representative of its results if it had been operated as a standalone business or as part of Neogen, and as a result, may not be a reliable indicator of future results of the Food Safety Business.
The unaudited pro forma condensed combined financial statements of Neogen are based in part on certain assumptions regarding the Transactions and may not be indicative of Neogen’s future operating performance.
Neogen and the Food Safety Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.
The trading prices of Neogen common stock may not be an appropriate proxy for the prices of Garden SpinCo common stock.
Neither Neogen shareholders nor 3M stockholders will be entitled to appraisal rights in connection with the Transactions.
Sales of Neogen common stock after the Transaction may negatively affect the market price of Neogen common stock.
The combined company’s industry is highly competitive, which may impact its results of operations.
The combined company might be unable to successfully compete with other companies in its industry.
If the combined company is unable to develop new products and technologies, its competitive position may be impaired, which could materially and adversely affect its sales and market share.
The business, financial condition and results of operations of the Food Safety Business may be adversely affected following the Transactions if it cannot negotiate terms that are as favorable as those it previously received as part of 3M.
Neogen’s international operations are subject to different product standards as well as other operational risks, which will increase due to the expansion of Neogen’s global operations following the consummation of the Transactions.
Changes in domestic and foreign governmental laws, regulations and policies, changes in statutory tax rates and laws, and unanticipated outcomes with respect to tax audits could adversely affect the combined company’s business, profitability and reputation.
Failure to attact, retain and develop personnel, including for key management positions, could have an adverse impact on the combined company’s results of operations, financial condition and cash flow.
The financial projections included herein are based upon estimates and assumptions made at the time they were prepared. If these estimates or assumptions prove to be incorrect or inaccurate, the combined company’s actual operating results may differ materially from those forecasted for Neogen and the Food Safety Business.
Following the Transactions, Neogen will be reliant on 3M for a period to manufacture and distribute most of the Food Safety Business’s Products.
The combined company could incur operational difficulties or losses if 3M was unable to perform under the agreements entered into as part of the Separation, including the Transition Services Agreement, the Transition Distribution Services Agreement and the Transition Contract Manufacturing Agreement.
Litigation Relating to the Transactions (Page 155)
Since March 25, 2022, six purported stockholders of Neogen have filed securities lawsuits in the United States District Courts for the Southern District of New York, the Eastern District of New York, the Eastern District of Pennsylvania and the District of Delaware, captioned Snyder v. Neogen Corp., et al., 1:22-cv-02440 (S.D.N.Y. Mar. 25, 2022); Hopkins v. Neogen Corp., et al., 1:22-cv-01815 (E.D.N.Y. Mar. 31, 2022); Waterman v. Neogen Corp., et al., 2:22-cv-01251 (E.D. Pa. Apr. 1, 2022); Stein v. Neogen Corp., et al., 1:22-cv-2683 (S.D.N.Y. Apr. 1, 2022); Leja v. Neogen Corp., et al., 1:22-cv-1841 (E.D.N.Y. Apr. 1, 2022); and Pardo v. Neogen Corp., et al., 1:22-cv-435 (D. Del. Apr. 1, 2022) (collectively, the “Actions”). The Actions name Neogen
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and the members of the Neogen board as defendants. The Actions assert claims under Section 14(a) and 20(a) of the Exchange Act, and allege that the proxy statement filed by Neogen with the SEC on March 18, 2022 in connection with the proposed Transactions contains alleged material misstatements or omissions. The Actions seek, among other things, to enjoin the defendants from proceeding with, consummating or closing the transaction, rescissory damages should the transaction not be enjoined, and an award of attorneys’ and experts’ fees. The defendants believe that the allegations in the Actions are without merit. If additional similar complaints are filed, absent new or different allegations that are material, Neogen will not necessarily announce such filings.
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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION
The following summary combined financial information of the Food Safety Business and Neogen are being provided to help you in your analysis of the financial aspects of the Transactions. You should read this information in conjunction with the financial information included elsewhere and incorporated by reference into this prospectus. See “Where You Can Find Additional Information; Incorporation by Reference,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Food Safety Business,” “Information About the Food Safety Business,” “Information About 3M,” and “Information About Neogen.”
Summary Historical Combined Financial Information of the Food Safety Business
The following table presents summary historical combined financial information of the Food Safety Business. The summary historical combined financial information of the Food Safety Business for the years ended December 31, 2021, 2020 and 2019 and as of December 31, 2021 and 2020 have been derived from the combined financial statements of the Food Safety Business included elsewhere in this prospectus. The summary historical combined financial information includes costs of the Food Safety Business, which include the allocation of certain corporate expenses from 3M. The management of the Food Safety Business believes that these allocations were made on a reasonable basis. The summary historical combined financial information may not be indicative of the future performance of the Food Safety Business. The summary historical combined financial information should be read in conjunction with the historical combined financial statements of the Food Safety Business and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Food Safety Business,” included elsewhere in this prospectus.
 
Years Ended December 31,
(In thousands of U.S. dollars)
2021
2020
2019
Statement of Income Data:
 
 
 
Net sales
$368,388
$336,764
$337,088
Income before income taxes
117,452
117,209
116,283
Net income
93,732
91,972
91,778
 
As of December 31,
(In thousands of U.S. dollars)
2021
2020
Balance Sheet Data:
 
 
Total assets
$202,516
$195,853
Total equity
185,017
180,012
Summary Historical Consolidated Financial Information of 3M
The following table presents summary historical consolidated financial information of 3M. The summary historical consolidated financial information of 3M for each of the three months ended March 31, 2022 and March 31, 2021 and the summary historical consolidated balance sheet data as of March 31, 2022 have been derived from 3M's unaudited consolidated financial statements as of and for the three months ended March 31, 2022 and March 31, 2021 contained in 3M's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, which is incorporated by reference in this prospectus. The summary historical consolidated financial information of 3M for the years ended December 31, 2021, 2020 and 2019 and as of December 31, 2021 and 2020 have been derived from 3M’s audited consolidated financial statements and related notes contained in the Annual Report on Form 10-K for the year ended December 31, 2021 (as updated by the audited consolidated financial statements and related notes contained in the Form 8-K filed on April 26, 2022), which is incorporated by reference in this prospectus. The summary historical consolidated financial information should be read in conjunction with the consolidated financial statements of 3M and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in 3M’s annual report on Form 10-K for the year ended December 31, 2021 and such section as updated by 3M's Form 8-K filed on April 26, 2022, each of which is incorporated by reference into this prospectus. For more information, see the section entitled “Where You Can Find Additional Information; Incorporation by Reference.”
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Years Ended December 31,
Three months
ended
March 31,
(In millions of U.S. dollars, except per share data)
2021
2020
2019
2022
2021
Statement of Income Data:
 
 
 
 
 
Net sales
$35,355
$32,184
$32,136
$8,829
$8,851
Net income attributable to 3M
5,921
5,449
4,517
1,299
1,624
Per share of 3M common stock:
 
 
 
 
 
Net income attributable to 3M – basic
$10.23
$9.43
$7.83
$2.27
$2.80
Net income attributable to 3M – diluted
$10.12
$9.36
$7.72
$2.26
$2.77
 
As of December 31,
As of March 31,
(In millions of U.S. dollars)
2021
2020
2022
Balance Sheet Data:
 
 
 
Total assets
$47,072
$47,344
$45,855
Long-term debt
$16,056
$17,989
14,801
Summary Historical Consolidated Financial Information of Neogen
The following tables provide a summary of selected historical consolidated financial information for Neogen. The summary historical consolidated financial information of Neogen for each of the nine months ended February 28, 2022 and February 28, 2021 and the summary historical consolidated balance sheet data as of February 28, 2022 have been derived from Neogen’s unaudited consolidated financial statements as of and for the nine months ended February 28, 2022 contained in Neogen’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2022, which is incorporated by reference in this prospectus. The summary historical consolidated financial information of Neogen for the fiscal years ended May 31, 2021, May 31, 2020 and May 31, 2019 and the summary historical consolidated balance sheet data as of May 31, 2021 and May 31, 2020 have been derived from Neogen’s audited consolidated financial statements as of and for the fiscal year ended May 31, 2021 contained in Neogen’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021, which is incorporated by reference in this prospectus.
The information set forth below is only a summary of selected historical consolidated financial information of Neogen, and you should read the following information together with Neogen’s consolidated financial statements and the related notes thereto, as well as the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Neogen’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2021 and Neogen’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021, which are both incorporated by reference in this prospectus. For more information, see “Where You Can Find Additional Information; Incorporation by Reference” beginning on page 228 of this prospectus. Neogen’s historical consolidated financial information may not be indicative of the results of the future performance or results of operations of Neogen or the combined company.
 
Years
Ended May 31,
Nine Months Ended
February 28,
(In thousands of U.S. dollars, except per share data)
2021
2020
2019
2022
2021
Income Statement Data:
 
 
 
 
 
Total Revenues
$468,459
$418,170
$414,186
$387,066
$341,034
Operating Income
74,169
67,523
68,094
40,591
53,914
Net Income
60,882
59,475
60,176
33,348
45,122
Net Income per Share of Neogen Common Stock:
 
 
 
 
 
Basic(1)
$0.57
$0.57
$0.58
$0.31
$0.42
Diluted(1)
$0.57
$0.56
$0.57
$0.31
$0.42
(1)
On June 4, 2021, Neogen effected a 2-for-1 stock split whereby Neogen’s shareholders of record as of May 26, 2021 received a dividend of one additional share of Neogen common stock for each share of Neogen common stock held. All per share amounts in the table above have been adjusted to reflect the stock split as if it had taken place at the beginning of the periods presented.
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As of May 31,
As of February 28,
(In thousands of U.S. dollars)
2021
2020
2022
Balance Sheet Data:
 
 
 
Total Assets
$920,192
$797,182
$981,205
Long-Term Debt
Total Stockholders’ Equity
840,377
725,177
875,544
Summary Unaudited Pro Forma Combined Financial Information of Neogen
The summary unaudited pro forma combined financial information of Neogen has been prepared by Neogen to reflect the Transactions described in the section titled “Unaudited Pro Forma Condensed Combined Financial Statements of Neogen and the Food Safety Business.” The summary unaudited pro forma combined balance sheet as of February 28, 2022 has been prepared to reflect the Transactions as if they had occurred on February 28, 2022. The summary unaudited pro forma combined statements of income for the year ended May 31, 2021 and the nine months ended February 28, 2022 have been prepared to reflect the Transactions as if they had occurred on June 1, 2020.
(in thousands)
As of
February 28, 2022
Pro Forma Condensed Combined Balance Sheet:
 
Total assets
$5,517,731
Long-term debt
$986,750
Total liabilities
$1,612,659
Total shareholders’ equity
$3,905,072
(in thousands, except per share amounts)
Fiscal year ended
May 31, 2021
Nine months ended
February 28, 2022
Pro Forma Condensed Combined Statements of Income:
 
 
Revenues
$819,107
$669,937
Operating Income (expense)
$(29,641)
$2,597
Net income (loss)
$(67,471)
$(24,937)
Pro forma net (loss) attributable to common shareholders
$(67,471)
$(24,937)
Pro forma net (loss) per share of common stock – basic and diluted
$(0.31)
$(0.12)
Weighted average number of shares outstanding – basic and diluted
214,732
215,881
Comparison of Market Prices
Shares of 3M common stock currently trade on the NYSE under the symbol “MMM.” Shares of Neogen common stock currently trade on Nasdaq under the symbol “NEOG.” The following table sets forth the closing price per share of 3M common stock and Neogen common stock as reported on the NYSE and Nasdaq respectively, as of December 13, 2021, the last trading day prior to the public announcement of the Transactions. Market price data for Garden SpinCo common stock has not been presented because Garden SpinCo is a wholly owned subsidiary of 3M, and shares of Garden SpinCo common stock do not trade separately from shares of 3M common stock. For current price information, you are urged to consult publicly available sources.
 
December 13, 2021
Closing Sale Price Per Share of 3M Common Stock
$174.58
Closing Sale Price Per Share of Neogen Common Stock
$40.12
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RISK FACTORS
You should carefully consider the following risk factors, together with the other information contained or incorporated by reference in this prospectus and the exhibits hereto. In addition, you should consider the risks associated with Neogen and its business included in Neogen’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021 and in Neogen’s Quarterly Reports on Form 10-Q for the quarterly periods ended August 31, 2021, November 30, 2021 and February 28 2022, and the risks associated with 3M and the Food Safety Business included in 3M’s Annual Report on Form 10-K for the year ended December 31, 2021, all of which are incorporated by reference into this prospectus. See “Where You Can Find Additional Information; Incorporation by Reference” for more information about the documents incorporated by reference in this prospectus. For a discussion of additional uncertainties associated with forward-looking statements in this prospectus, please see “Cautionary Statement Regarding Forward-Looking Statements.”
Any of the following risks could materially adversely affect the business, financial condition and results of operations of Neogen, the Food Safety Business or the combined company and the actual outcome of matters as to which forward-looking statements are made in this prospectus. In such case, the market price of Neogen common stock could decline, and you could lose all or part of your investment. The risks described below are not the only risks that Neogen and the Food Safety Business currently face or that the combined company will face after the completion of the Transactions. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially adversely affect the business, financial condition and results of operations of Neogen (including the Food Safety Business) or the market price of Neogen common stock in the future. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.
Risks Related to the Transactions
The Transactions may not be completed on the terms or timeline currently contemplated, or at all, and the failure to complete the Transactions could adversely impact the market price of Neogen common stock, as well as its business and operating results.
The consummation of the Transactions is subject to certain conditions, as described in this prospectus, including: (i) the Reorganization and Distribution having taken place in accordance with the Separation Agreement; (ii) the effectiveness of Neogen’s registration statement registering the Neogen common stock to be issued pursuant to the Merger Agreement, and of Garden SpinCo’s registration statement registering the shares of Garden SpinCo common stock in connection with the Distribution; (iii) the approval for listing on Nasdaq of the shares of Neogen common stock to be issued in the Merger; (iv) approval of the Share Issuance Proposal, the Neogen Charter Amendment Proposal and the Neogen Bylaw Board Size Proposal by the requisite vote of Neogen’s shareholders; (v) obtaining antitrust or competition law regulatory approvals in certain jurisdictions; (vi) the consummation of the Debt Exchange or the implementation of an alternative structure; (vii) receipt by 3M of the Distribution Tax Opinions; (viii) receipt by 3M and Neogen of the Merger Tax Opinions; and (ix) receipt by 3M of the IRS Ruling and certain tax rulings issued by the Swiss tax authorities relating to certain aspects of the intended tax treatment of the Transactions. See “The Transaction Agreements—The Merger Agreement—Conditions to the Merger” and “The Transaction Agreements—The Separation Agreement—Conditions to the Distribution.” There is no assurance that these conditions will be met or that the Transactions will be completed on the terms or timeline currently contemplated, or at all.
If the Transactions are not completed for any reason, the price of Neogen common stock may decline. Neogen also could experience negative reactions from employees, customers, suppliers or other third parties if the Transactions are not completed. At the same time, Neogen management’s time and resources may have been spent on matters related to the Transactions that could otherwise have been committed to pursuing other opportunities available to Neogen that may have been beneficial to Neogen shareholders.
Neogen and 3M have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses related to the Transactions, including legal, advisory, printing and financial services fees related to the Transactions. These expenses must be paid regardless of whether the Transactions are consummated. Even if the Transactions are completed, any delay in the completion of the Transactions could diminish the anticipated benefits of the Transactions or result in additional transaction expenses, loss of revenue or other effects associated with uncertainty about the Transactions. If the Transactions are not consummated because the Merger Agreement is terminated, Neogen may be required under
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certain circumstances to pay 3M a termination fee of $140 million or may be required to reimburse 3M for expenses incurred in connection with the Financing, any Permanent Financing or the Debt Exchange. See “The Transaction Agreements—The Merger Agreement—Termination Fee and Expenses Payable in Certain Circumstances.”
If the Transactions are completed, Neogen may not realize the anticipated financial and other benefits, including growth opportunities, expected from the Transactions.
Neogen expects that it will realize synergies, growth opportunities and other financial and operating benefits as a result of the Transactions. Neogen’s success in realizing these benefits, and the timing of their realization, depends, among other things, on the successful integration of the business operations of the Food Safety Business with Neogen. Even if Neogen is able to integrate the Food Safety Business successfully, Neogen cannot predict with certainty if or when these synergies, growth opportunities and other benefits will be realized, or the extent to which they will actually be achieved. For example, the benefits from the Transactions may be offset by costs incurred in integrating the Food Safety Business or in otherwise consummating the Transactions. Realization of any synergies, growth opportunities or other benefits could be affected by the factors described in other risk factors and a number of factors beyond Neogen’s control, including, without limitation, general economic conditions, increased operating costs and regulatory developments.
The integration of the Food Safety Business with Neogen following the Transactions may present significant challenges, and the failure to successfully integrate the Food Safety Business could have a material adverse effect on the combined company’s business, financial condition or results of operations.
There is a significant degree of difficulty inherent in the process of integrating the Food Safety Business with Neogen. These difficulties include:
the integration of the Food Safety Business with Neogen’s current businesses while carrying on the ongoing operations of all businesses;
managing a significantly larger company than before the consummation of the Transactions;
integrating the business cultures of each of the Food Safety Business and Neogen, which could prove to be incompatible;
creating uniform standards, controls, procedures, policies and information systems and controlling the costs associated with such matters;
the ability to ensure the effectiveness of internal control over financial reporting across the combined company;
integrating certain information technology, purchasing, accounting, finance, sales, billing, human resources, payroll and regulatory compliance systems; and
the potential difficulty in retaining key officers and personnel of Neogen and the Food Safety Business.
The process of integrating operations could result in significant costs and cause an interruption of, or loss of momentum in, the activities of the Food Safety Business or Neogen’s business. Members of Neogen’s senior management following the Transactions may be required to devote considerable amounts of time to this integration process, which could decrease the time they will have to manage the combined company’s business, serve the existing business or operations of Neogen or the Food Safety Business, or develop new products or strategies. If Neogen’s senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, the existing business of Neogen or the Food Safety Business could be materially adversely affected.
Neogen’s successful integration of the Food Safety Business cannot be assured. The failure to do so could have a material adverse effect on Neogen’s business, financial condition or results of operations after the Transactions.
The pendency of the Merger could have an adverse effect on Neogen’s stock price, business, financial condition, results of operations or business prospects.
The announcement and pendency of the Merger could disrupt Neogen’s business in negative ways. For example, customers and other third-party business partners of Neogen or the Food Safety Business could seek to terminate or renegotiate their relationships with Neogen or the Food Safety Business as a result of the
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Merger, whether pursuant to the terms of their existing agreements or otherwise. In addition, current and prospective employees of Neogen and the Food Safety Business may experience uncertainty regarding their future roles with the combined company, which might adversely affect Neogen’s ability to retain, recruit and motivate key personnel. Should they occur, any of these events could adversely affect the stock price of, or adversely affect the financial condition, results of operations or business prospects of, Neogen.
Neogen will incur significant costs related to the Transactions that could have a material adverse effect on its liquidity, cash flows and operating results.
Neogen expects to incur significant one-time costs in connection with the Transactions. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Neogen whether or not the Merger is completed. A substantial majority of these one-time costs will be transaction-related fees and expenses and include, among others, fees paid to financial, legal and accounting and other professional advisors and transition and pre-Merger integration planning-related expenses. While Neogen expects to be able to fund these one-time costs using cash from operations and/or borrowings under existing and anticipated credit sources, these costs could negatively impact Neogen’s liquidity, cash flows and results of operations.
The Transactions could discourage other companies from trying to acquire Neogen before or for a period of time following completion of the Transactions.
Certain provisions in the Merger Agreement could discourage a third party from submitting an alternative transaction proposal prior to the completion of the Transactions. The Merger Agreement generally prohibits Neogen from soliciting or engaging in discussions with respect to any acquisition proposal during the pendency of the Merger and Neogen must hold its shareholder meeting to vote on the Share Issuance Proposal, the Neogen Bylaw Board Size Proposal and the Neogen Charter Amendment Proposal even if an unsolicited acquisition proposal is received that the Neogen board determines is superior. In addition, the Merger Agreement obligates Neogen to pay 3M a termination fee in certain circumstances involving alternative acquisition proposals, which could deter third parties from proposing alternative acquisition proposals, including acquisition proposals that could result in greater value to Neogen shareholders than the Transactions, and the payment of the termination fee could adversely affect Neogen’s financial condition. In addition, certain provisions of the Tax Matters Agreement, which are intended to preserve the intended tax treatment of certain aspects of the Separation and the Distribution for U.S. federal income tax purposes, could discourage acquisition proposals for a period of time following the Transactions. Neogen currently expects to issue approximately 108.2 million shares of its common stock in connection with the Merger. See “The Transaction Agreements—The Merger Agreement—Board Recommendation.” Because Neogen will be a significantly larger company and have significantly more shares of common stock outstanding after the consummation of the Transactions, an acquisition of Neogen could become more expensive. As a result, some companies might not seek to acquire Neogen.
Neogen will be responsible for all Garden SpinCo Liabilities following the completion of the Transactions, and is acquiring the Garden SpinCo Assets on an “as is,” “where is” and “with all faults” basis.
As described in “The Transaction Agreements—The Separation Agreement,” in connection with the Separation, Garden SpinCo will generally assume and be responsible for any liabilities that arise relating to the ownership, operations or conduct of the Food Safety Business following the Distribution. The Separation Agreement also provides that the Garden SpinCo Assets are being conveyed to Garden SpinCo on an “as is” and “where is” basis. Although 3M is subject to certain indemnification obligations in favor of Garden SpinCo and Neogen under the Separation Agreement, these are generally limited to indemnification for certain indemnifiable losses to the extent relating to, arising out of or resulting from any breach by 3M of any provision of the Separation Agreement or specified liabilities of the Food Safety Business arising prior to the Distribution. See “The Separation Agreement” for a detailed description of the liabilities that Garden SpinCo is assuming in the Transactions.
In addition, although the Merger Agreement contains certain representations and warranties about the Food Safety Business, the representations and warranties were made only as of the times set forth therein and will not survive the effective time of the Merger. Accordingly, Neogen will have no remedies with respect to any breach of 3M’s or Garden SpinCo’s representations to the Merger Agreement after the effective time of the Merger, except for certain rights under applicable law to bring a claim for intentional fraud with respect to any representation or warranty made in the Merger Agreement.
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As such, notwithstanding whether any Garden SpinCo Liability or any issue with a Garden SpinCo Asset is related to a breach of a representation or warranty in the Merger Agreement, Garden SpinCo, and by virtue of the Merger, Neogen, will bear full responsibility for any and all Garden SpinCo Liabilities and any liabilities, contingencies or other losses with respect to Garden SpinCo Assets following the completion of the Transactions. To the extent any such Garden SpinCo Liabilities are larger than anticipated, or any liability, contingency or loss with respect to a Garden SpinCo Asset prohibits the Food Safety Business from operating as planned, they could have a material adverse impact on the business, financial condition and results of operations of the combined company.
If the Distribution, including the Debt Exchange, does not qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 of the Code, including as a result of actions taken in connection with the Reorganization, the Distribution or the Merger or as a result of subsequent acquisitions of shares of 3M, Neogen or Garden SpinCo, then 3M and/or 3M shareholders that received Garden SpinCo common stock in the Distribution could be required to pay substantial U.S. federal income taxes, and, in certain circumstances, Neogen and Garden SpinCo could be obligated to indemnify 3M for any tax liability imposed on 3M arising from Neogen’s actions or inactions.
The consummation of the Distribution is conditioned upon, among other things, the receipt by 3M of (1) the IRS Ruling and (2) an opinion from Wachtell Lipton regarding the tax treatment of the Contribution and Distribution (the “Distribution Tax Opinion”). Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request are untrue or incomplete in any material respect or if undertakings made to the IRS in connection with the letter ruling request are or have been violated, then 3M will not be able to rely on the IRS Ruling. In addition, the Distribution Tax Opinion will be based on, among other things, the IRS Ruling as to the matters addressed by the ruling, current law and certain representations and assumptions as to factual matters made by 3M and Garden SpinCo. Any change in currently applicable law, which may be retroactive, or the failure of any representation or assumption to be true, correct and complete in all material respects, could adversely affect the conclusions reached by Wachtell Lipton in the Distribution Tax Opinion. The Distribution Tax Opinion will represent Wachtell Lipton’s judgment, will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions reached in such opinions.
In general, if the Contribution and Distribution, taken together, were determined not to qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, for U.S. federal income tax purposes each U.S. Holder who receives Garden SpinCo common stock in this Exchange Offer would generally be treated as recognizing taxable gain or loss equal to the difference between the fair market value of the Garden SpinCo common stock received by such U.S. Holder in this Exchange Offer and its tax basis in the shares of 3M common stock exchanged therefor, or, in certain circumstances, as receiving a taxable distribution equal to the fair market value of the Garden SpinCo common stock received by the U.S. Holder in this Exchange Offer. Further, if this Exchange Offer were not fully subscribed in such a situation and 3M undertook the Clean-Up Spin-Off, each U.S. Holder who receives Garden SpinCo common stock in the Clean-Up Spin-Off would generally be treated as receiving a taxable distribution equal to the fair market value of the Garden SpinCo common stock received by the U.S. Holder in the Clean-Up Spin-Off.
In addition, if the Contribution and Distribution, taken together, were determined not to qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, for U.S. federal income tax purposes, 3M generally would recognize taxable gain with respect to the transfer of Garden SpinCo common stock in the Distribution, which could result in significant tax to 3M.
Even if the Contribution and Distribution, taken together, otherwise qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, the Distribution would nonetheless be taxable to 3M (but not to U.S. Holders of 3M common stock) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of 3M or Garden SpinCo, directly or indirectly (including through acquisitions of the stock of Neogen after the Merger), as part of a plan or series of related transactions that includes the Distribution. For purposes of Section 355(e) of the Code, any acquisitions of 3M or Garden SpinCo stock (including Neogen stock after the Merger), directly or indirectly, within the period beginning two years before the Distribution and ending two years after the Distribution are generally presumed to be part of such a plan, although 3M may, depending on the facts and circumstances, be able to rebut that presumption. Further, for purposes of this test, the Merger will be treated as part of a plan that includes the
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Distribution, but it is expected that the Merger, standing alone, will not cause the Distribution to be taxable to 3M under Section 355(e) of the Code because holders of Garden SpinCo common stock will own at least 50.1% of the common stock of Neogen following the Merger. However, if the IRS were to determine that other acquisitions of 3M stock, either before or after the Distribution, or Neogen stock, after the Merger, were part of a plan or series of related transactions that included the Distribution, such determination could result in the recognition of a significant amount of taxable gain by 3M (but not by 3M stockholders) for U.S. federal income tax purposes under Section 355(e) of the Code. See “Material U.S. Federal Income Tax Consequences of the Distribution and the Merger—Treatment of the Distribution.”
Under the Tax Matters Agreement, Garden SpinCo and Neogen may be obligated, in certain cases, to indemnify 3M against taxes and certain tax-related losses in connection with the Transactions that arise as a result of Garden SpinCo’s or Neogen’s actions, or failure to act. See “Material U.S. Federal Income Tax Consequences of the Distribution and the Merger—Treatment of the Distribution” and “Additional Agreements Related to the Separation and the Merger—Tax Matters Agreement.” Any such indemnification obligation likely would be substantial and likely would have a material adverse effect on Neogen.
Neogen is required to abide by potentially significant restrictions which could limit its ability to undertake certain corporate actions that otherwise could be advantageous prior to the completion of the Transactions.
The Merger Agreement restricts Neogen from taking specified actions without 3M’s prior written consent until the Transactions are completed or the Merger Agreement is terminated, including making certain acquisitions or investments, incurring certain indebtedness other than in the ordinary course below certain thresholds, materially adversely modifying or terminating certain material contracts other than in the ordinary course, divesting certain assets and making certain non-ordinary course changes to employee compensation and benefit plans. These restrictions and others, which are more fully described in “—The Merger Agreement—Conduct of Business Pending the Merger” could affect Neogen’s ability to execute its business strategies and attain its financial and other goals and could impact Neogen’s business, financial condition and results of operations.
Under the Tax Matters Agreement, Neogen and Garden SpinCo will be restricted from taking certain actions that could adversely affect the intended tax treatment of the Transactions, and such restrictions could significantly impair Neogen’s and Garden SpinCo’s ability to implement strategic initiatives that otherwise would be beneficial.
The Tax Matters Agreement generally restricts Neogen, Garden SpinCo and their affiliates from taking certain actions after the Distribution that could adversely affect the intended tax treatment of the Transactions. In particular:
for a two-year period following the Distribution Date, except as described below:
Garden SpinCo will continue the active conduct of its trade or business and the trade or business of certain Garden SpinCo subsidiaries;
Garden SpinCo will not voluntarily dissolve or liquidate or permit certain Garden SpinCo subsidiaries to voluntarily dissolve or liquidate;
Neogen and Garden SpinCo will not enter into any transaction or series of transactions (or any agreement, understanding, or arrangement) as a result of which one or more persons would acquire (directly or indirectly) stock comprising 50% or more of the vote or value of Garden SpinCo or Neogen (taking into account the stock acquired pursuant to the Merger);
Neogen and Garden SpinCo will not engage in certain mergers or consolidations;
Garden SpinCo will not, and will not permit certain Garden SpinCo subsidiaries to, sell, transfer or otherwise dispose of 30% or more of the gross assets of Garden SpinCo, such subsidiaries, the SpinCo Group or the active trade or business of Garden SpinCo or certain Garden SpinCo subsidiaries, subject to certain exceptions;
Neogen and Garden SpinCo will not, and will not permit certain Garden SpinCo subsidiaries to, redeem or repurchase stock or rights to acquire stock, unless certain requirements are met;
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Neogen and Garden SpinCo will not, and will not permit certain Garden SpinCo subsidiaries to, amend their certificates of incorporation (or other organizational documents) or take any other action affecting the voting rights of any stock or stock rights of Neogen or Garden SpinCo; and
Neogen and Garden SpinCo will not, and will not permit any member of the SpinCo Group or the Neogen Group to, take any other action that would, when combined with any other direct or indirect changes in ownership of Garden SpinCo and Neogen stock (including pursuant to the Merger), have the effect of causing one or more persons to acquire stock representing 50% or more of the vote or value of Garden SpinCo or Neogen, or otherwise jeopardize the tax-free status of the Transactions;
during the time period ending three years after the date of the Distribution, Garden SpinCo and Neogen also will be subject to certain restrictions relating to the SpinCo Business in Switzerland; and
additionally, none of Garden SpinCo, Neogen or any member of the SpinCo Group or the Neogen Group may:
take, or permit to be taken, any action that could reasonably be expected to jeopardize the qualification of the SpinCo Exchange Debt as a security under Section 361(a) of the Code (other than making any payment permitted or required by the terms of the SpinCo Exchange Debt);
within 90 days of the Distribution Date, refinance or repay (other than in the ordinary course of business) any third-party debt of any member of the SpinCo Group, except as required by the Transaction Documents; or
permit any portion of certain nonqualified preferred stock to cease to be outstanding or modify the terms of such stock;
unless, in each case, prior to taking any such action, Neogen and Garden SpinCo shall have requested that 3M obtain, or request and receive 3M’s prior written consent to obtain, an IRS ruling satisfactory to 3M in its reasonable discretion or provide 3M with an unqualified tax opinion satisfactory to 3M in its sole and absolute discretion to the effect that such action would not jeopardize the intended tax treatment of the Transactions, unless 3M waives such requirement. Failure to adhere to these requirements could result in tax being imposed on 3M for which Neogen and Garden SpinCo could bear responsibility and for which Neogen and Garden SpinCo could be obligated to indemnify 3M. Any such indemnification obligation would likely be substantial and would likely have a material adverse effect on Neogen. In addition, even if Neogen and Garden SpinCo are not responsible for tax liabilities of 3M under the Tax Matters Agreement, Garden SpinCo nonetheless could be liable under applicable tax law for such liabilities if 3M were to fail to pay such taxes. Moreover, these restrictions could have a material adverse effect on Neogen’s liquidity and financial condition, and otherwise could impair Neogen’s and Garden SpinCo’s ability to implement strategic initiatives and Garden SpinCo’s and Neogen’s indemnity obligation to 3M might discourage, delay or prevent a change of control that shareholders of Neogen may consider favorable. See “Additional Agreements Related to the Separation and the Merger—Tax Matters Agreement.”
Current Neogen shareholders’ percentage ownership interest in Neogen will be substantially diluted in the Merger.
Based on the Exchange Ratio, which is subject to adjustment under limited circumstances, immediately following the Merger, the pre-Merger Neogen shareholders will own, in the aggregate, approximately 49.9% of the issued and outstanding shares of Neogen common stock. See “The Transaction Agreements—the Merger Agreement—Merger Consideration.” Consequently, Neogen’s pre-Merger shareholders, as a group, will be substantially diluted in the Merger and have less ability to exercise influence over the management and policies of Neogen following the Merger than immediately prior to the Merger.
The calculation of the number of shares of Neogen common stock to be issued in the Merger will not be adjusted if there is a change in the value of the Food Safety Business or Neogen before the Merger is completed.
The number of shares of Neogen common stock to be issued by Neogen in the Merger will not be adjusted based on a change in the value of the Food Safety Business or its assets or in the value of Neogen prior to the closing of the Transactions. 3M stockholders who receive Garden SpinCo common stock in the Distribution will
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receive a fixed number of shares of Neogen common stock, subject to certain adjustments, pursuant to the Merger rather than a number of shares with a particular fixed market value. As a result, the actual value of the Neogen common stock to be received by Garden SpinCo stockholders in the Merger will depend on the value of Neogen’s shares at the time of the closing of the Merger, and may be more or less than the current value of the Neogen common stock.
The Food Safety Business may be negatively impacted if Neogen is unable to provide benefits and services, or access to equivalent financial strength and resources, to the Food Safety Business that historically have been provided by 3M.
The Food Safety Business has historically received benefits and services from 3M and has benefited from 3M’s financial strength and extensive network of service offerings. After the Transactions, the Food Safety Business will become part of Neogen, and the Food Safety Business will no longer benefit from 3M’s services or financial strength or have access to 3M’s extensive business relationships outside of its Food Safety Business. While 3M has agreed to provide certain transition services to Garden SpinCo for a period of time following the consummation of the Transactions, it cannot be assured that Neogen will be able to adequately or timely replace or provide resources formerly provided by 3M, or replace them at the same or lower cost. If Neogen is not able to replace the resources provided by 3M or is unable to replace them without incurring significant additional costs or is delayed in replacing the resources provided by 3M, Neogen’s results of operations may be negatively impacted.
The historical financial information of the Food Safety Business may not be representative of its results if it had been operated as a standalone business or as part of Neogen, and as a result, may not be a reliable indicator of future results of the Food Safety Business.
The Food Safety Business is currently operated through various subsidiaries of 3M, many of which also operate other businesses of 3M and will not be transferred to Neogen in connection with the Transactions. Consequently, the financial information of the Food Safety Business included in this prospectus has been derived from the consolidated financial statements and accounting records of 3M and reflects assumptions and allocations made by 3M. The financial position, results of operations and cash flows of the Food Safety Business presented may be materially different from those that would have resulted if the Food Safety Business had been operated as a standalone company or by a company other than 3M. For example, in preparing the financial statements of the Food Safety Business, 3M made an allocation of 3M costs and expenses that are attributable to the Food Safety Business. However, these costs and expenses reflect the costs and expenses attributable to the Food Safety Business as part of a larger organization and do not necessarily reflect costs and expenses that would be incurred by the Food Safety Business had it been operated as part of an organization of the nature, size and scale of Neogen, and thus may not reflect costs and expenses that would have been incurred had the Food Safety Business been operated as a part of Neogen. As a result, the historical financial information of the Food Safety Business may not be a reliable indicator of the future results of the Food Safety Business as a part of Neogen, or the results the Food Safety Business would have historically achieved for the periods indicated therein as a standalone business.
The unaudited pro forma condensed combined financial statements of Neogen are based in part on certain assumptions regarding the Transactions and may not be indicative of Neogen’s future operating performance.
The unaudited pro forma condensed combined financial statements presented in this prospectus combine the separate historical financial statements of Neogen and the Food Safety Business that are included or incorporated by reference in this prospectus and are not necessarily indicative of what the financial position or the results of operations of the combined company would have been had the Merger occurred as of the date or for the periods presented. The unaudited pro forma condensed combined financial statements also do not indicate what the financial position or results of operations of the combined company will be in the future.
Neogen expects to account for the Merger as an acquisition of Garden SpinCo, with Neogen being the accounting acquirer. Following the effective date of the Merger, Neogen expects to complete the purchase price allocation for the acquisition of Garden SpinCo after determining the fair value of Garden SpinCo’s assets and liabilities. The final purchase price allocation may be different than the preliminary one reflected in the unaudited pro forma purchase price allocation presented in this prospectus, and this difference may be material.
The unaudited pro forma condensed combined financial statements do not reflect the costs of any integration activities or incremental capital expenditures that Neogen management believes are necessary to realize the
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anticipated synergies from the Transactions. Accordingly, the unaudited pro forma condensed combined financial statements included in this prospectus do not reflect what the combined company’s results of operations or operating condition would have been had Neogen and Garden SpinCo been a consolidated entity during all periods presented, or what the combined company’s results of operations and financial condition will be in the future.
Neogen and the Food Safety Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.
Uncertainty about the effect of the Transactions on current Neogen employees and/or employees of the Food Safety Business may have an adverse effect on Neogen and the Food Safety Business. This uncertainty may impair Neogen’s and the Food Safety Business’ ability to attract, retain and motivate personnel. Employee retention may be particularly challenging during the pendency of the Transactions, as employees may feel uncertain about their future roles with Neogen or the Food Safety Business after their combination. If large numbers of employees or a concentration of critical employees of Neogen or the Food Safety Business depart because of issues relating to the uncertainty or perceived difficulties of integration or a desire not to become employees of Neogen after the Transactions, Neogen’s ability to realize the anticipated benefits of the Transactions could be materially adversely affected.
The trading prices of Neogen common stock may not be an appropriate proxy for the prices of Garden SpinCo common stock.
The calculated per-share value for Garden SpinCo common stock is based on the trading prices for Neogen common stock, which may not be an appropriate proxy for the prices of Garden SpinCo common stock. There currently is no trading market for Garden SpinCo common stock. 3M believes, however, that the trading prices for Neogen common stock are an appropriate proxy for the trading prices of Garden SpinCo common stock because immediately following the consummation of this Exchange Offer, Merger Sub will be merged with and into Garden SpinCo, whereby Garden SpinCo will continue as the surviving corporation and a wholly owned subsidiary of Neogen. In the Merger, each outstanding share of Garden SpinCo common stock will be cancelled and retired and will cease to exist and the holders of shares of Garden SpinCo common stock (except for the Merger Excluded Shares) will receive the right to receive a number of fully paid and nonassessable shares of Neogen common stock equal to the Exchange Ratio (together with cash in lieu of any fractional shares). Prior to the Distribution, 3M will cause the total number of shares of Garden SpinCo common stock outstanding immediately prior to the Distribution 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 one share of Neogen common stock in the Merger. There can be no assurance, however, that Neogen common stock after the Merger and the issuance of shares of Neogen common stock to 3M stockholders that receive Garden SpinCo common stock in the Distribution will trade on the same basis as Neogen common stock trades prior to the Transactions. In addition, it is possible that the trading prices of Neogen common stock prior to consummation of the Merger will not fully reflect the anticipated value of Neogen common stock after the Merger. For example, trading prices of Neogen common stock on the Valuation Dates could reflect some uncertainty as to the timing or consummation of the Merger or could reflect trading activity by investors seeking to profit from market arbitrage.
Neither Neogen shareholders nor 3M stockholders will be entitled to appraisal rights in connection with the Transactions.
Appraisal rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Neither Neogen shareholders nor 3M stockholders (including in their capacity as Garden SpinCo stockholders following the Distribution) are entitled to appraisal rights in connection with the Transactions.
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Shareholder litigation could prevent or delay the closing of the Transactions or otherwise negatively impact the business and operations of Neogen, 3M or the Food Safety Business.
The parties may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the Transactions. Such litigation could have an adverse effect on the business, financial condition and results of operations of Neogen, 3M or Garden SpinCo and could prevent or delay the consummation of the Transactions.
Risks Related to this Exchange Offer
Tendering 3M stockholders may receive a reduced premium or may not receive any premium in this Exchange Offer.
This Exchange Offer is designed to permit you to exchange your shares of 3M common stock for shares of Garden SpinCo common stock at a [ ]% discount to the per-share value of Garden SpinCo common stock, calculated as set forth in this prospectus. Stated another way, for each $100 of your 3M common stock accepted for exchange in this Exchange Offer, you will receive approximately $[ ] of Garden SpinCo common stock (subject to the exception described below). The value of the 3M common stock will be based on the calculated per-share value of 3M common stock on the NYSE and the value of the shares of Garden SpinCo common stock will be based on the calculated per-share value of Neogen common stock on the NYSE, in each case determined by reference to the simple arithmetic average of the daily VWAP on each of the Valuation Dates.
The number of shares you can receive is, however, subject to an upper limit of [ ] shares of Garden SpinCo common stock for each share of 3M common stock accepted for exchange in this Exchange Offer. As a result, you may receive less than $[ ] of Garden SpinCo common stock for each $100 of 3M common stock, depending on the calculated per-share value of 3M common stock and the calculated per-share value of Garden SpinCo common stock at the expiration date. Because of the limit on the number of shares of Garden SpinCo common stock you will receive in this Exchange Offer, if there is a drop of sufficient magnitude in the trading price of Neogen common stock relative to the trading price of 3M common stock, and/or if there is an increase of sufficient magnitude in the trading price of 3M common stock relative to the trading price of Neogen common stock, you may not receive $[ ] of Garden SpinCo common stock for each $100 of 3M common stock, and could receive much less.
For example, if the calculated per-share value of 3M common stock was $[ ] (the highest closing price for 3M common stock on the NYSE during the [ ]-month period prior to commencement of this Exchange Offer) and the calculated per-share value of Garden SpinCo common stock was $[ ] (the lowest closing price for Neogen common stock on the NYSE during that [ ]-month period), the value of Garden SpinCo common stock, based on the Neogen common stock price, received for shares of 3M common stock accepted for exchange would be approximately $[ ] for each $100 of 3M common stock accepted for exchange.
This Exchange Offer does not provide for a minimum exchange ratio. See “Exchange Offer—Terms of This Exchange Offer.” 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 upper limit.
There also are risks associated with calculating the exchange ratio as of the Valuation Dates and not using the closing prices of 3M common stock and Neogen common stock on the expiration date of this Exchange Offer, such that a 3M stockholder could receive fewer shares of Garden SpinCo common stock than such stockholder would have received if the exchange ratio were determined using the closing prices of 3M common stock and Neogen common stock on the expiration date of this Exchange Offer.
For example, if the trading price of 3M common stock were to increase during the last two full trading days of this Exchange Offer, the average 3M stock price used to calculate the exchange ratio would likely be lower than the closing price of shares of 3M common stock on the last full trading day prior to the expiration date of this Exchange Offer. As a result, you would receive fewer shares of Garden SpinCo common stock, and therefore effectively fewer shares of Neogen common stock, for each $100 of shares of 3M common stock than you would have if the average 3M stock price were calculated on the basis of the closing price of shares of 3M common stock on the last full trading day prior to the expiration date of this Exchange Offer or on the basis of an averaging period that includes the last two full trading days prior to the expiration of this Exchange Offer. Similarly, if the trading price of Neogen common stock were to decrease during the last two full trading days
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prior to the expiration of this Exchange Offer, the average Neogen stock price used to calculate the exchange ratio would likely be higher than the closing price of Neogen common stock on the last full trading day prior to the expiration date. This could also result in your receiving fewer shares of Garden SpinCo common stock, and therefore effectively fewer shares of Neogen common stock, for each $100 of 3M common stock than you would have received if the average Neogen common stock price were calculated on the basis of the closing price of Neogen common stock on the last full trading day prior to the expiration date or on the basis of an averaging period that included the last two full trading days prior to the expiration of this Exchange Offer.
In addition, there is no assurance that holders of shares of 3M common stock that are exchanged for shares of Garden SpinCo common stock in this Exchange Offer will be able to sell the shares of Neogen common stock after receipt in the Merger at prices comparable to the calculated per-share value of Garden SpinCo common stock at the expiration date. For example, in the event that this Exchange Offer is not fully subscribed, 3M will distribute in the Clean-Up Spin-Off the remaining shares of Garden SpinCo common stock that will convert into Neogen common stock in the Merger. 3M stockholders who receive Neogen common stock as a result of the Clean-Up Spin-Off (in the event this Exchange Offer is not fully subscribed) and the Merger may not want to be Neogen shareholders and may sell those shares immediately in the public market. It is also possible that some 3M stockholders will sell the Neogen common stock they receive if, for reasons such as Neogen’s business profile or market capitalization, Neogen does not fit their investment objectives, or in the case of index funds, Neogen is not a participant in the index in which they are investing. The sales of significant amounts of Neogen common stock relating to the above events or the perception in the market that such sales will occur may decrease the market price of Neogen’s common stock.
Tendering 3M stockholders may not be able to sell shares of Neogen common stock received in the Merger at prices comparable to the calculated per­ share value of Garden SpinCo common stock used for purposes of or on the expiration date of the Exchange Offer.
There is no assurance that holders of shares of 3M common stock that are exchanged for shares of Garden SpinCo common stock in the Exchange Offer will be able to sell the shares of Neogen common stock after receipt in the Merger at prices comparable to the calculated per-share value of Garden SpinCo common stock used for purposes of or at the expiration date of the Exchange Offer. For example, while 3M is offering all of the shares of Garden SpinCo common stock in the Exchange Offer, if the Exchange Offer is not fully subscribed, shares of Garden SpinCo common stock also will be distributed in a Clean-Up Spin-Off. These shares of Garden SpinCo common stock will convert into Neogen common stock in the Merger. 3M stockholders who receive Neogen common stock as a result of a potential Clean-Up Spin-Off may not want to be Neogen shareholders and may sell those shares immediately in the public market. It is possible that some 3M stockholders would sell the Neogen common stock they receive if, for reasons such as Neogen’s business profile or market capitalization, Neogen does not fit their investment objectives, or in the case of index funds, Neogen is not a participant in the index in which they are investing. The sales of significant amounts of Neogen common stock relating to the above events or the perception in the market that such sales will occur may decrease the market price of Neogen common stock.
3M stockholders receiving shares of Garden SpinCo common stock in the Exchange Offer or a potential Clean-Up Spin-Off that have not completed the necessary documents could experience a delay prior to receiving their shares of Neogen common stock or their cash in lieu of fractional shares, if any.
Holders of 3M common stock participating in the Exchange Offer will receive their shares of Neogen common stock or cash in lieu of fractional shares, if any, only upon surrender of all necessary documents, duly executed, to the Distribution Exchange Agent. In general, until the distribution of the shares of Neogen common stock to the individual stockholder has been completed, the relevant holder of Neogen common stock will not be able to sell its shares of Neogen common stock. Consequently, if the market price for Neogen common stock should decrease during that period, the relevant stockholder (which would be a 3M stockholder receiving shares of Garden SpinCo common stock in the Exchange Offer or in a potential Clean-Up Spin-Off) may not be able to stop any losses by selling the shares of Neogen common stock. Similarly, Garden SpinCo stockholders who receive cash in lieu of fractional shares will not be able to invest the cash until the distribution to the relevant stockholder has been completed, and they will not receive any interest on such cash.
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As a result of the Pricing Mechanism (as defined below) utilized in the Exchange Offer, the exchange ratio for the Exchange Offer will not be fixed prior to the launch of the Exchange Offer, but instead will be determined while the Exchange Offer is open, creating a risk of arbitrage trading during the Exchange Offer that could impact the final exchange ratio.
The Exchange Offer does not establish a fixed exchange ratio at the outset of the Exchange Offer. Rather, the Exchange Offer price is expressed as a ratio of Garden SpinCo common stock for each $100 of 3M common stock validly tendered and not withdrawn pursuant to the Exchange Offer (subject to the limit on the exchange ratio that could result from the upper limit, as described in greater detailed in this prospectus). The Exchange Offer’s pricing mechanism, as described under “Exchange Offer—Terms of this Exchange Offer—Pricing Mechanism” will calculate the values of 3M common stock and Garden SpinCo common stock by reference to a simple arithmetic average of daily VWAPs over the three Valuation Dates. The per-share values for 3M common stock will be determined by 3M by reference to the simple arithmetic average of the daily VWAP of 3M common stock on the NYSE over the three Valuation Dates. Similarly, the per-share values for Garden SpinCo common stock will be determined by 3M by reference to the simple arithmetic average of the daily VWAP of Neogen common stock on Nasdaq over the Valuation Dates (since each share of Garden SpinCo common stock will be exchanged for approximately one share of Neogen common stock in the Merger). If the Exchange Offer is extended, the Valuation Dates will reset to the period of three consecutive trading days ending on and including the second to last full trading day preceding the revised expiration date, as may be extended. The final exchange ratio will be announced by press release and be available on the website [  ], in each case by [   ], New York City time, at the end of the [ ] trading day preceding the expiration of the Exchange Offer, as may be extended, and therefore provides for a [ ] window between pricing and the Exchange Offer’s expiration. See “The Exchange Offer—Terms of the Exchange Offer—General.”
As the Pricing Mechanism results in the final exchange ratio being fixed [ ] business days before the expiration of the Exchange Offer, the value of 3M common stock and Neogen common stock may change after the final exchange ratio is fixed by the Pricing Mechanism. The difference between the changing prices of publicly traded 3M common stock and Neogen common stock and the fixed exchange ratio could allow for investors to engage in arbitrage trading during the final [ ] business days prior to the expiration of the Exchange Offer, which could affect the price of 3M common stock, Neogen common stock or both. Such trading could impact the market value of the consideration received by holders of 3M common stock participating in the Exchange Offer on and after the date of receipt thereof.
Arbitrage trading during the Exchange Offer could adversely impact the price of Neogen common stock.
The shares of Garden SpinCo common stock to be received by holders of 3M common stock who validly tender such stock in the Exchange Offer will be issued at a discount to the per-share value of Neogen common stock. During the Exchange Offer, the existence of this discount could negatively affect the market price of Neogen common stock. Prospective buyers of Neogen common stock could choose to acquire shares of Neogen common stock indirectly by purchasing shares of 3M common stock and then tendering such shares in the Exchange Offer. Additionally, certain market participants may use a hedging strategy to manage risk in the context of split-off transactions that involves shorting Neogen common stock. Both occurrences, or either individually, could result in a decrease in the price of Neogen stock during the Exchange Offer. See “The Exchange Offer—Terms of the Exchange Offer—General.”
3M stockholders’ investment will be subject to different risks if this Exchange Offer is completed regardless of whether they elect to participate in the Exchange Offer.
If a 3M stockholder validly tenders all of that stockholder’s shares of 3M common stock and this Exchange Offer is not oversubscribed, then, upon completion of this Exchange Offer and the Merger, that stockholder will no longer have an interest in 3M, but instead will directly own an interest in Neogen. As a result, that stockholder’s investment will be subject exclusively to risks associated with Neogen and not risks associated solely with 3M.
If a 3M stockholder validly tenders all of that stockholder’s shares of 3M common stock and this Exchange Offer is oversubscribed, then that stockholder’s tender of shares of 3M common stock will be subject to the proration procedures described in “Exchange Offer—Terms of This Exchange Offer—Proration; Tenders for Exchange by Holders of Fewer than 100 Shares of 3M Common Stock.”
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As a result, unless that stockholder’s tendered shares constitutes an odd lot (i.e., fewer than 100 shares), upon completion of this Exchange Offer and the Merger, that stockholder will own an interest in both 3M and Neogen, and that stockholder’s investment will be subject to risks associated with both 3M and Neogen.
If a 3M stockholder validly tenders some, but not all, of that stockholder’s shares of 3M common stock, then, upon completion of this Exchange Offer, regardless of whether this Exchange Offer is fully subscribed, the number of shares of 3M common stock that stockholder owns will decrease (unless that stockholder otherwise acquires shares of 3M common stock), while the number of shares of Garden SpinCo common stock, and therefore effectively shares of Neogen common stock, that stockholder owns will increase. As a result, that stockholder’s investment will be subject to risks associated with both 3M and Neogen.
In addition to the consequences of this Exchange Offer described above, in the event that this Exchange Offer is not fully subscribed, 3M stockholders that remain stockholders of 3M following the completion of this Exchange Offer will receive shares of Garden SpinCo common stock when 3M completes the Clean-Up Spin-Off, which will be converted into shares of Neogen common stock (or, if applicable, cash in lieu of any fractional shares) when Garden SpinCo completes the Merger. As a result, their investment will be subject to risks associated with both 3M and Neogen.
Whether or not 3M stockholders tender their shares of 3M common stock, any 3M shares they hold after the completion of this Exchange Offer will reflect a different investment from the investment they previously held because 3M will no longer own the Food Safety Business.
Risks Related to the Combined Company’s Business Following the Transactions
Sales of Neogen common stock after the Transactions may negatively affect the market price of Neogen common stock.
The shares of Neogen common stock to be issued in the Merger to 3M stockholders that receive shares of Garden SpinCo common stock in the Distribution will generally be eligible for immediate resale. The market price of Neogen common stock could decline as a result of sales of a large number of shares of Neogen common stock in the market after the consummation of the Transactions or even the perception that these sales could occur.
Based on the Exchange Ratio, which is subject to potential adjustment under limited circumstances, upon completion of the Transactions, Garden SpinCo stockholders will hold approximately 50.1% of the outstanding shares of Neogen common stock and pre-Merger Neogen shareholders will hold approximately 49.9% of the outstanding shares of Neogen common stock. See “The Transaction Agreements—the Merger Agreement—Merger Consideration.”
Currently, 3M stockholders may include index funds that have performance tied to certain stock indices and institutional investors subject to various investing guidelines. Because Neogen may not be eligible to be included in these indices following the consummation of the Transactions or may not meet the investing guidelines of some of these institutional investors and index funds, such investors and index funds that receive Neogen common stock in the Merger may decide to or may be required to sell the shares of Neogen common stock that they receive. In addition, the investment fiduciaries of 3M’s defined contribution plans may decide to sell any shares of Neogen common stock that the trusts for these plans receive in the Merger, or may decide not to participate in the Exchange Offer, in accordance with the applicable rules under the 3M Savings Plans and in response to their fiduciary obligations under applicable law. These sales, or the possibility that these sales may occur, may also make it more difficult for Neogen to obtain additional capital by selling equity securities in the future at a time and at a price that it deems appropriate.
The combined company’s industry is highly competitive, which may impact its results of operations.
The food and animal safety industry is subject to rapid and substantial changes in technology and is characterized by extensive research and development and intense competition. The combined company’s competitors and potential competitors may have greater financial, technical, manufacturing, marketing, research and development and management resources than the combined company does. These competitors could use their resources, reputations and ability to leverage existing customer relationships to give them a competitive
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advantage over the combined company that could impact the combined company’s results of operations. The competitors might also succeed in developing products that are more reliable and effective than the combined company’s products, are less costly than the combined company’s products or provide alternatives to the combined company’s approach. If the products of a competitor are better able to meet the combined company’s customers’ requirements, then the operating results of the combined company could be adversely affected.
The combined company might be unable to successfully compete with other companies in its industry.
The markets in which Neogen and the Food Safety Business operate, and the combined company will operate, are highly competitive. The principal competitive factors in Neogen’s and the Food Safety Business’s markets are, and the combined company’s markets will be, customer service, product quality and performance, price, breadth of product offering and availability, market expertise and innovation. Neogen and the Food Safety Business compete with the food and animal safety industry’s largest service providers across their respective product and service offerings. While Neogen’s senior management does not know of any competitor that is pursuing Neogen’s fundamental strategy of developing and marketing their broad line of food safety and animal safety products, Neogen and the Food Safety Business face, and the combined company will continue to face, intense competition from companies ranging from small businesses to divisions of large multinational companies. Some of these organizations have substantially greater financial resources than Neogen does or may not be subject to similar restrictions that will apply to Neogen following the Transactions as a result of the Tax Matters Agreement or the terms of Neogen’s indebtedness. The combined company’s competitors may be able to respond more quickly to new or emerging technologies and services and changes in customer requirements. As a result of the competitive environment in which it operates, the combined company could lose market share, be unable to maintain or increase prices for its products and services or be unable to pursue additional business opportunities, each of which could have a material adverse effect on its business, results of operations, financial condition and cash flows.
If the combined company is unable to develop new products and technologies, its competitive position may be impaired, which could materially and adversely affect its sales and market share.
The markets in which Neogen and the Food Safety Business operate, and the combined company will operate, are characterized by changing technologies and the introduction of new products. As a result, the combined company’s success is dependent upon its ability to develop or acquire new products and services on a cost-effective basis, to introduce them into the marketplace in a timely manner and to protect and maintain critical intellectual property assets related to these developments. Difficulties or delays in research, development or production of new products and technologies, or failure to gain market acceptance of new products and technologies, may significantly reduce future revenue and materially and adversely affect the combined company’s competitive position. While Neogen intends to continue to commit financial resources and effort to the development of new products and services, it may not be able to successfully differentiate its products and services from those of its competitors. The combined company’s customers may not consider its proposed products and services to be of value to them or may not view them as superior to its competitors’ products and services. In addition, the combined company’s competitors or customers could develop new technologies or products which address similar or improved solutions to the combined company’s existing technologies. Further, the combined company may not be able to adapt to evolving markets and technologies, develop new products, achieve and maintain technological advantages or protect technological advantages through intellectual property rights. If the combined company does not successfully compete through the development and introduction of new products and technologies, its business, results of operations, financial condition and cash flows could be materially adversely affected.
The business, financial condition and results of operations of the Food Safety Business may be adversely affected following the Transactions if it cannot negotiate terms that are as favorable as those it previously received as part of 3M.
The Food Safety Business has been able to receive benefits from being a part of 3M and has been able to benefit from 3M’s financial strength, extensive business relationships and purchasing volumes. Following the Merger, the Food Safety Business will be combined with Neogen, and the combined company will not be able to utilize 3M’s financial strength, may not have access to all of 3M’s extensive business relationships and may not have purchasing volumes similar to what the Food Safety Business benefited from by being a part of 3M prior to
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the Merger. In addition, some contracts that 3M or its subsidiaries are a party to that relate to the Food Safety Business require consents of third parties to assign them to Garden SpinCo in connection with the Transactions. There can be no assurance that 3M, Garden SpinCo or Neogen will be able to obtain those consents, enter into new agreements with respect to those contracts if consents are not obtained or arrange for a lawful alternative arrangement to provide Garden SpinCo with the rights and obligations under such agreements. It is therefore possible, whether as a result of routine renegotiations of terms in the ordinary course of business, or as part of a request for consent or a replacement of a contract where consent has not been obtained, that the combined company may not be able to negotiate terms as favorable as those 3M has received previously for one or more contracts, and in the aggregate the loss or renegotiation of contracts in connection with the foregoing could materially adversely affect the combined company’s business, financial condition and results of operations following the completion of the Transactions.
If the combined company fails to maintain a positive reputation or is unable to conduct effective sales and marketing, its prospects and financial condition could be adversely affected.
Neogen believes that market awareness and recognition of its brands have contributed significantly to the success of its business. Neogen also believes that maintaining and enhancing these brands, especially market perceptions of the quality of its products, is critical to maintaining its competitive advantage. If any of the combined company’s products are subject to recall or are proven to be, or are claimed to be, ineffective or inaccurate for their stated purpose, then this could have a material adverse effect on the combined company’s business, financial condition or results of operations. Also, because Neogen is dependent on market perceptions, negative publicity associated with product quality or other adverse effects resulting from, or perceived to be resulting from, the combined company’s products could have a material adverse impact on its business, financial condition and results of operations.
The combined company’s sales and marketing efforts are anchored by promoting its products potential customers. Therefore, Neogen’s sales and marketing force, whether in-house sales representatives or third-party commercial partners, must possess an up-to-date understanding of industry trends and products, as well as promotion and communication skills. In addition, Neogen has a network of third-party commercial partners that it uses to sell or distribute its products.
While the combined company will continue to promote its brands to remain competitive, it may not be successful in doing so. If Neogen is unable to increase or maintain the effectiveness and efficiency of its sales and marketing activities, or if the combined company incurs excessive sales expenses to do so, Neogen and its business, financial condition and results of operations may be materially and adversely affected.
The combined company could lose customers or generate lower revenue, operating profits and cash flows if there are significant increases in the cost of raw materials or if it is unable to obtain such raw materials or other components of its products.
Neogen purchases, and the combined company will purchase, raw materials and components for use in its products, which exposes it to volatility in prices for certain raw materials and products. Prices and availability of these raw materials are subject to substantial fluctuations that are beyond Neogen’s control due to factors such as changing economic conditions, inflation, currency and commodity price fluctuations, tariffs, resource availability, transportation costs, weather conditions and natural disasters, political unrest and instability, and other factors impacting supply and demand pressures. Significant price increases for these supplies could adversely affect the combined company’s operating profits. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies. The coronavirus (COVID-19) pandemic, for example, has resulted in raw material price inflation as well as supply chain constraints and disruptions. While the combined company will generally attempt to mitigate the impact of increased raw materials prices by endeavoring to make strategic purchasing decisions, broadening its supplier base and passing along increased costs to customers, there may be a time delay between the increased raw material prices, the ability to increase the prices of products, and dependence on a sole or single source for certain materials and products. Additionally, the combined company may be unable to increase the prices of products due to a competitor’s pricing pressure or other factors, or may be unable to raise the price of its products in a manner that is proportional to the level of inflation, which would materially adversely affect Neogen’s results of operations.
Certain of Neogen’s and the Food Safety Business’s product lines depend on a sole or single source suppliers and vendors. The ability of these third parties to deliver raw materials and products may also be
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affected by events beyond Neogen’s and the Food Safety Business’s control. In addition, public health threats, such as the coronavirus, severe influenza and other highly communicable viruses or diseases could affect Neogen’s supply of raw materials, by limiting the company’s ability to transport raw materials from the combined company’s vendors or increasing demand and competition for supplies, which would adversely affect the combined company’s ability to obtain necessary raw materials for certain of its products. Any sustained interruption in Neogen’s receipt of adequate raw materials, supply chain disruptions impacting the receipt or distribution of products, or disruption to key manufacturing sites’ operations due to natural and other disasters or events or other legal or regulatory requirements, could result in a significant price increase in raw materials, or their unavailability, which could result in a loss of customers or otherwise adversely impact the combined company’s business, results of operations, financial condition and cash flows.
Neogen’s international operations are subject to different product standards as well as other operational risks, which will increase due to the expansion of Neogen’s global operations following the consummation of the Transactions.
In fiscal year 2021, Neogen’s sales to customers outside of the U.S. accounted for 39.1% of its total revenue. Neogen expects that its international business will continue to account for a significant portion of its total sales, and Neogen’s international exposure will increase as a result of the Transactions. Foreign regulatory bodies may establish product standards different from those in the U.S. and with which Neogen’s current products do not, or the combined company’s products will not, comply. Neogen’s potential inability to design products that comply with foreign standards could have a material adverse effect on the combined company’s future growth. Other risks related to Neogen’s sales to customers outside of the U.S. include possible disruptions in transportation, difficulties in building and managing foreign distribution, fluctuation in the value of foreign currencies, changes in import duties and quotas and unexpected economic and political changes in foreign markets. These factors could negatively impact the combined company’s competitiveness in these markets or otherwise adversely impact the combined company’s business results or financial condition. Moreover, discriminatory or conflicting fiscal or trade policies in different countries, including potential changes to tariffs and existing trade policies and agreements, could adversely affect the combined company’s results. The international operations of the combined company will increase following the consummation of the Transactions, which will subject the combined company’s foreign products to additional product standards and operational risks.
The combined company’s growth and results of operations may be materially adversely affected if it is unable to complete third-party acquisitions on acceptable terms.
Neogen’s business has grown significantly over the past several years as a result of both internal growth and acquisitions of existing businesses and their products. Over time, it is expected that the combined company will continue to augment its growth through acquisitions in order to acquire value-creating products or businesses that broaden its existing product offerings, technological capabilities, geographic presence and cost position, among other things. However, there can be no assurance that the combined company will be able to find suitable acquisition opportunities on acceptable terms. If the combined company is unsuccessful in its acquisition efforts, its revenue growth could be materially adversely affected. In addition, the combined company will face the risk that any completed acquisition may underperform relative to expectations. The combined company may not achieve the synergies originally anticipated, may become exposed to unexpected liabilities or may not be able to successfully integrate completed acquired businesses and products. These factors could potentially have a material and adverse impact on the combined company’s business, results of operations, financial condition and cash flows.
Neogen and the Food Safety Business are subject to information technology, cybersecurity and privacy risks.
Neogen depends on, and the combined company will depend on, various information technologies and other products and services to store and process information and otherwise support its business activities. Neogen also manufactures and sells hardware and software to provide analysis, monitoring and testing of Neogen’s products for food and animal safety. In addition, certain offerings include digital components, such as remote monitoring of certain customer operations. Neogen also provides services to maintain these systems. Additionally, Neogen’s operations rely, and the combined company’s operations will rely, upon partners, vendors and other third-party providers of information technology and other products and services. If any of these information technologies,
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products or services are damaged, cease to properly function, are breached due to employee error, malfeasance, system errors, or other vulnerabilities, or are subject to cybersecurity attacks, such as those involving unauthorized access, malicious software and/or other intrusions, Neogen and the combined company or their respective partners, vendors or other third parties could experience: (i) production downtimes, (ii) operational delays, (iii) the compromising of confidential, proprietary or otherwise protected information, including personal and customer data, (iv) destruction, corruption or theft of data, (v) security breaches, (vi) other manipulation, disruption, misappropriation or improper use of its systems or networks, (vii) financial losses from remedial actions, (viii) loss of business or potential liability, (ix) adverse media coverage, and (x) legal claims or legal proceedings, including regulatory investigations and actions, and/or damage to its reputation. While Neogen and Garden SpinCo attempt to mitigate these risks by employing a number of measures, including employee training, technical security controls and maintenance of backup and protective systems, Neogen’s, the combined company’s and each of their respective partners’, vendors’ and other third-parties’ systems, networks, products and services remain potentially vulnerable to known or unknown cybersecurity attacks and other threats, any of which could have a material adverse effect on Neogen’s or the combined company’s business, results of operations, financial condition and cash flows.
The combined company will be subject to risks relating to existing international operations and expansion into new geographical markets.
The combined company will focus on expanding sales globally as part of its overall growth strategy and expect sales from outside the United States to continue to represent a significant portion of its revenue. Neogen’s and the combined company’s international operations are subject to general risks related to such operations, including:
political, social and economic instability and disruptions, including social unrest, geopolitical tensions, currency, inflation and interest rate uncertainties;
government export controls, economic sanctions, embargoes or trade restrictions;
the imposition of duties and tariffs and other trade barriers;
limitations on ownership and on repatriation or dividend of earnings;
transportation delays and interruptions;
labor unrest and current and changing regulatory environments;
increased compliance costs, including costs associated with disclosure requirements and related due diligence;
difficulties in staffing and managing multi-national operations;
limitations on Neogen’s and the combined company’s ability to enforce legal rights and remedies;
access to or control of networks and confidential information due to local government controls and vulnerability of local networks to cyber risks; and
fluctuations in foreign currency exchange rates.
If the combined company is unable to successfully manage the risks associated with expanding its global business or adequately manage operational risks of its existing international operations, these risks could have a material adverse effect on the combined company’s growth strategy into new geographical markets, the combined company’s reputation, the combined company’s business, results of operations, financial condition and cash flows. In addition, the impact of such risks may be outside of Neogen's and the combined company's control and could decrease Neogen's and the combined company's ability to sell its products internationally, which could adversely affect Neogen's and the combined company's business, financial condition, results of operations or cash flows. For example, as a result of the ongoing military conflict between Russia and Ukraine and resulting heightened economic sanctions from the U.S. and the international community, Neogen has discontinued sales into Russia. The United States and other countries could impose wider sanctions and take other actions should the conflict further escalate. While the sanctions announced to date are not expected to have a material effect on Neogen or the combined company, any further sanctions imposed or actions taken by the United States or other
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countries, including any expansion of sanctions beyond Russia, could affect the global price and availability of raw materials, reduce Neogen's and the combined company's sales and earnings or otherwise have an adverse effect on Neogen's or the combined company's business and results of operations.
The combined company’s reputation, ability to do business and results of operations may be impaired by improper conduct by or disputes with any of its employees, agents or business partners and it will have an increased compliance burden with respect to, and risk of violations of, anti-bribery, trade control, trade sanctions, anti-corruption and similar laws.
Neogen’s operations require, and the combined company’s operations will require, it to comply with a number of U.S. and international laws and regulations, including those governing payments to government officials, bribery, fraud, anti-kickback and false claims, competition, export and import compliance, money laundering and data privacy, as well as the improper use of proprietary information or social media. In particular, Neogen’s international operations are, and the combined company’s international operations will be, subject to the regulations imposed by the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010 as well as anti-bribery and anti-corruption laws of various jurisdictions in which Neogen operates. While Neogen strives to maintain high standards, it cannot provide assurance that its internal controls and compliance systems will always protect it from acts committed by Neogen’s or the combined company’s employees, agents or business partners that would violate such U.S. or international laws or regulations or fail to protect Neogen’s and the combined company’s confidential information. Any such violations of law or improper actions could subject the combined company to civil or criminal investigations in the United States or other jurisdictions, could lead to substantial civil or criminal, monetary and non-monetary penalties and related shareholder lawsuits, could lead to increased costs of compliance and could damage the combined company’s reputation, business, results of operations, financial condition and cash flows. Garden SpinCo’s significant international business will increase corruption risks for the combined company, relative to Neogen as a standalone company.
Tariffs and other trade measures could adversely affect the combined company’s results of operations, financial position and cash flows.
Neogen’s international operations subject it to discriminatory or conflicting tariffs and trade policies. Tariffs have and may continue to increase Neogen’s material input costs, and any further trade restrictions, retaliatory trade measures and additional tariffs could result in higher input costs to the combined company’s products. The combined company may not be able to fully mitigate the impact of these increased costs or pass price increases on to its customers. While tariffs and other trade measures imposed by other countries on U.S. goods have not yet had a significant impact on Neogen’s business or results of operations, it cannot predict further developments, and such existing or future tariffs could have a material adverse effect on the combined company’s results of operations, financial position and cash flows.
Changes in domestic and foreign governmental laws, regulations and policies, changes in statutory tax rates and laws, and unanticipated outcomes with respect to tax audits could adversely affect the combined company’s business, profitability and reputation.
Neogen’s and the combined company’s domestic and international sales and operations are subject to risks associated with changes in laws, regulations and policies (including environmental and employment regulations, export/import laws, tax policies and other similar programs). Failure to comply with any of the foregoing laws, regulations and policies could result in civil and criminal, monetary and non-monetary penalties, as well as damage to Neogen’s reputation. In addition, Neogen cannot provide assurance that its costs of complying with new and evolving regulatory reporting requirements and current or future laws, including environmental protection, employment, data security, data privacy and health and safety laws, will not exceed Neogen’s estimates. While these risks or the impact of these risks are difficult to predict, any one or more of them could adversely affect the combined company’s business, results of operations and reputation.
Neogen is, and the combined company will be, subject to taxation in a number of jurisdictions. Accordingly, its effective tax rate is impacted by changes in the mix among earnings in countries with differing statutory tax rates. A material change in the statutory tax rate or interpretation of local law in a jurisdiction in which the combined company will have significant operations could adversely impact its effective tax rate and impact its financial results.
The combined company’s tax returns will be subject to audit and taxing authorities could challenge the combined company’s operating structure, taxable presence, application of treaty benefits or transfer pricing
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policies. If changes in statutory tax rates or laws or audits result in assessments different from amounts estimated, then Neogen’s business, results of operations, financial condition and cash flows may be adversely affected. In addition, changes in tax laws could have an adverse effect on Neogen’s customers, resulting in lower demand for Neogen’s products and services.
Failure to attract, retain and develop personnel, including for key management positions, could have an adverse impact on the combined company’s results of operations, financial condition and cash flows.
The combined company’s growth, profitability and effectiveness in conducting its operations and executing its strategic plans depend in part on its ability to attract, retain and develop qualified personnel, align them with appropriate opportunities for key management positions and support for strategic initiatives. Additionally, Neogen competes, and the combined company will continue to compete, with employers in various industries for sales, manufacturing, technical services or other personnel, and this competition to hire may increase and the availability of qualified personnel may be reduced. If the combined company is unsuccessful in its efforts to attract and retain qualified personnel, the combined company’s business, results of operations, financial condition, cash flows and competitive position could be adversely affected. Additionally, the combined company could miss opportunities for growth and efficiencies.
The inability to protect or obtain patent and other intellectual property rights could adversely affect the combined company’s revenue, operating profits and cash flows.
Neogen owns, and the combined company will own, patents, trademarks, licenses and other intellectual property related to its products and services, and Neogen continuously invests, and the combined company will continuously invest, in research and development that may result in innovations and intellectual property rights. Neogen employs, and the combined company will employ, various measures to develop, maintain and protect its innovations and intellectual property rights. These measures may not be effective in capturing intellectual property rights, and they may not prevent Neogen’s or the combined company’s intellectual property from being challenged, invalidated, circumvented, infringed, misappropriated or otherwise violated, particularly in countries where intellectual property rights are not highly developed or protected. Unauthorized use of Neogen’s or the combined company’s intellectual property rights and any potential litigation Neogen or the combined company may initiate or have initiated against it in respect of its respective intellectual property rights could adversely impact Neogen’s or the combined company’s competitive position and have a negative impact on Neogen’s or the combined company’s business, results of operations, financial condition and cash flows.
A deterioration in the combined company’s future expected profitability or cash flows could result in an impairment of its recorded goodwill and intangible assets.
Neogen has significant goodwill and intangible assets recorded on its consolidated balance sheet. The valuation and classification of these assets and the assignment of useful lives to intangible assets involve significant judgments and the use of estimates. Impairment testing of goodwill and intangible assets requires significant use of judgment and assumptions, particularly as it relates to the determination of fair market value. A decrease in the long-term economic outlook and future cash flows of the combined company’s business could significantly impact asset values and potentially result in the impairment of intangible assets, including goodwill.
The combined company’s exposure to exchange rate fluctuations on cross-border transactions and the translation of local currency results into U.S. dollars could negatively impact its results of operations.
A portion of Neogen’s business is, and a portion of the combined company’s business will be, transacted and/or denominated in foreign currencies, and fluctuations in currency exchange rates could have a significant impact on Neogen’s results of operations, financial condition and cash flows, which are presented in U.S. dollars. Cross-border transactions, both with external parties and intercompany relationships, result in increased exposure to foreign exchange effects. Although the impact of foreign currency fluctuations on Neogen’s results of operations has historically not been material, significant changes in currency exchange rates, in particular the Australian Dollar, Mexican Peso, Chinese Yuan, Euro, British Pound Sterling and Brazilian Real and, to a lesser extent, the Indian Rupee, the Canadian Dollar, the Guatemalan Quetzal, the Argentine Peso, the Uruguayan Peso and the Chilean Peso could negatively affect Neogen’s results of operations. Additionally, the strengthening of the U.S. dollar potentially exposes Neogen and the combined company to competitive threats from lower cost producers in other countries and could result in unfavorable translation effects as the results of foreign locations are translated into U.S. dollars for reporting purposes.
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Natural disasters and unusual weather conditions could have an adverse impact on the combined company’s business.
The combined company’s business could be materially and adversely affected by natural disasters or severe weather conditions. Hurricanes, tropical storms, flash floods, blizzards, cold weather and other natural disasters or severe weather conditions could result in evacuation of personnel, loss of facilities, damage to equipment and facilities, interruption in manufacturing or transportation of products and materials and loss of productivity. For example, certain of the combined company’s products will be manufactured at a single facility, and disruptions in operations or damage to any such facilities could reduce the combined company’s ability to manufacture its products and satisfy customer demand. If the combined company’s customers are unable to operate or are required to reduce operations due to severe weather conditions, the combined company’s business could be adversely affected as a result of curtailed deliveries of its products and services.
The global coronavirus pandemic has led to periods of significant volatility in financial, commodities and other markets and the closing of facilities and could harm the business and results of operations for the combined company.
In December 2019, a coronavirus (COVID-19) was reported in China, and has since spread globally. In March 2020, the World Health Organization declared the coronavirus to be a pandemic. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the lasting impact of the coronavirus pandemic on the business of the combined company, and there is no guarantee that efforts by the combined company to address the adverse impacts of the coronavirus will be effective. The impact to date has included periods of significant volatility in financial, commodities and other markets. This volatility, if it continues, could have an adverse impact on the combined company’s business, financial condition and results of operations, including the combined company’s ability to execute its business strategies and initiatives in the expected timeframe. In particular, global markets for food and animal safety have been and may continue to be impacted by the coronavirus pandemic and/or other events beyond the control of the combined company could have a negative impact on the economies of jurisdictions in which Neogen and Garden SpinCo conduct, and the combined company will conduct, significant business.
In addition, the United States and other countries have implemented restrictions to address the pandemic, including disruptions or restrictions on Neogen’s and or the Food Safety Business’s employees’ ability to travel, and which could include temporary closures of Neogen’s or Garden SpinCo’s facilities or the facilities of their suppliers or customers. Any disruption of the combined company’s facilities, suppliers or customers would likely impact the combined company’s sales and operating results. Additional future impacts to us may include, but are not limited to, material adverse effects on the demand for our products and services, our supply chain and sales and distribution channels, our cost structure and profitability. The extent to which the coronavirus could impact the combined company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information concerning the severity of COVID-19 and the actions to contain the novel coronavirus or treat its impact, among others.
Climate change, or legal, regulatory or market measures to address climate change, may materially adversely affect the combined company’s financial condition and business operations.
Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to the combined company’s future operations from natural disasters and extreme weather conditions, such as hurricanes, tornadoes, earthquakes, wildfires or floods. Such extreme weather conditions could pose physical risks to our facilities and disrupt operation of our supply chain and may impact operational costs. The impacts of climate change on global water resources may result in water scarcity, which could in the future impact the combined company’s ability to access sufficient quantities of water in certain locations and result in increased costs. Concern over climate change could result in new legal or regulatory requirements designed to mitigate the effects of climate change on the environment. If such laws or regulations are more stringent than current legal or regulatory requirements, the combined company may experience increased compliance burdens and costs to meet the regulatory obligations and may adversely affect raw material sourcing, manufacturing operations and the distribution of the combined company’s products.
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Following the completion of the Transactions, the combined company will have a significantly greater amount of indebtedness than Neogen’s indebtedness prior to the Merger, which could adversely affect the combined company’s financial condition or decrease its business flexibility.
Upon completion of the Transactions, the combined company expects to become responsible for up to $1.0 billion of debt that may be incurred by Garden SpinCo (i) in connection with the Debt Exchange, (ii) to finance the SpinCo Cash Payment and to otherwise fund the Transactions (including the purchase price under the Asset Purchase Agreement) and (iii) to pay fees and expenses related to the Transactions on the Closing Date. The combined company’s level of indebtedness could have important consequences, including but not limited to:
reducing the combined company’s flexibility to respond to changing business and economic conditions, and increasing the combined company’s vulnerability to general adverse economic and industry conditions;
requiring the combined company to dedicate a substantial portion of its cash flow from operations to make debt service payments, thereby reducing the availability of cash flow to fund working capital, capital expenditures, dividends, share repurchases, acquisitions and investments and other general corporate purposes;
limiting the combined company’s flexibility in planning for, or reacting to, challenges and opportunities, and changes in the combined company’s businesses and the markets in which the combined company operates;
limiting the combined company’s ability to obtain additional financing to fund its working capital, capital expenditures, dividends, acquisitions and debt service requirements and other financing needs;
increasing the combined company’s vulnerability to increases in interest rates in general because a substantial portion of the combined company’s indebtedness is expected to bear interest at floating rates; and
placing the combined company at a competitive disadvantage to its competitors that have less debt.
The combined company’s ability to service its indebtedness will depend on its future operating performance and financial results, which will be subject, in part, to factors beyond its control, including interest rates and general economic, financial and business conditions. If the combined company does not have sufficient cash flow to service its indebtedness, it may need to refinance all or part of its indebtedness, borrow more money or sell securities or assets, some or all of which may not be available to the combined company at acceptable terms or at all. In addition, the combined company may need to incur additional indebtedness in the future. Although the terms of the combined company’s indebtedness are expected to allow the combined company to incur additional debt, this would be subject to certain limitations which may preclude the combined company from incurring the amount of indebtedness it otherwise desires.
Restrictions may be imposed by the combined company’s debt instruments, which limit the ability of the combined company to operate its business and to finance its future operations or capital needs or to engage in other business activities.
In connection with the Transactions, Garden SpinCo expects to enter into debt instruments with respect to the Permanent Financing and other financing transactions as described in the section titled “Additional Agreements Related to the Separation and the Merger—Debt Financing Agreements.” The terms of these instruments may restrict the combined company from engaging in specified types of transactions from and after the effective time of the Merger. For example, these covenants may restrict the ability of the combined company and its restricted subsidiaries, among other things, to:
incur or guarantee additional indebtedness;
pay dividends on capital stock or redeem, repurchase or retire capital stock or indebtedness, as applicable;
make investments, loans, advances and acquisitions;
engage in transactions with the combined company’s affiliates;
sell assets, including capital stock of subsidiaries;
consolidate or merge; and
create liens.
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In addition, these debt instruments may contain certain financial maintenance covenants. The combined company’s ability to comply with these restrictions can be affected by events beyond its control, and the combined company may not be able to maintain compliance with them. A breach of any of these covenants would result in an event of default.
In the event of a default under any of the debt instruments, the lenders could elect to declare all amounts outstanding under such debt instruments to be immediately due and payable, or in the case of a revolving credit facility, terminate their commitments to lend additional money. If the indebtedness under any of the combined company’s debt instruments were to be accelerated, the combined company’s assets may not be sufficient to repay such indebtedness in full. If an event of default occurs under the combined company’s debt instruments, the lenders could exercise their rights under the related security documents, and an event of default may be triggered under other debt instruments. Any acceleration of amounts due under the combined company’s debt instruments or the substantial exercise by the lenders of their rights under the security documents would have a material adverse effect on Neogen and the combined company.
The financial projections included herein are based upon estimates and assumptions made at the time they were prepared. If these estimates or assumptions prove to be incorrect or inaccurate, the combined company’s actual operating results may differ materially from those forecasted for Neogen and the Food Safety Business.
The financial projections included in this prospectus under “The Transactions—Financial Projections” are subject to uncertainty and are based on estimates and assumptions developed by management of Neogen and 3M, respectively, any or all of which may prove to be incorrect or inaccurate. The financial projections were reasonably prepared in good faith on bases reflecting the best available estimates and judgments of management of the applicable company as to the future operating results of Neogen and the Food Safety Business at the time they were prepared. Although presented with numerical specificity, the financial projections reflect numerous estimates and assumptions with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to the businesses of Neogen and the Food Safety Business, including other factors listed under “Risk Factors,” all of which are difficult to predict and many of which are outside the control of Neogen, 3M and Garden SpinCo. There can be no assurance that the assumptions underlying the financial projections will be realized. In addition, the financial projections cover multiple years and such information by its nature becomes less predictive with each successive year. If these estimates or assumptions prove to be incorrect or inaccurate, the combined company’s actual operating results may differ materially from those forecasted for Neogen and the Food Safety Business.
Many of the assumptions reflected in the financial projections are subject to change and such financial projections do not reflect revised prospects for the businesses of Neogen or the Food Safety Business, changes in general business or economic conditions or any other transactions, circumstances or events occurring after the date they were prepared, including the Transactions contemplated by the Merger Agreement and the Separation Agreement and the effect of any failure of the Merger or the other Transactions to occur. Neogen and 3M have not updated and do not intend to update or otherwise revise their respective financial projections. There can be no assurance that the results reflected in any of the financial projections for Neogen and the Food Safety Business will be realized or that actual results for the combined company will not materially vary from such financial projections.
Neogen cannot assure investors that it will make dividend payments in the future.
Dividend payments to Neogen shareholders following the Transactions will depend upon a number of factors, including the results of operation, cash flows and financial position of the combined company, contractual restrictions and other factors considered relevant by the Neogen board. Neogen has not historically paid dividends to its shareholders, and there is no assurance that Neogen will declare and pay, or have the ability to declare and pay, any dividends on Neogen common stock in the future. See “Market Price and Dividend Information—Neogen Dividend Policy.”
The combined company could incur operational difficulties or losses if 3M were unable to perform under the agreements entered into as part of the Separation.
In connection with the Closing, Neogen and Garden SpinCo will enter into several agreements with 3M or its subsidiaries, including among others, the Transition Services Agreement, the Transition Distribution Services Agreement and the Transition Contract Manufacturing Agreement, which in general provide for the performance
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of certain services or obligations by 3M for the benefit of Neogen for a transitional period following the Separation. See “Additional Agreements Related to the Separation and the Merger—The Transition Arrangements.” If either party is unable to satisfy its obligations under such agreements in a timely manner or at all, or if the transitional agreements fail to provide for or cover certain services needed by Neogen and the Food Safety Business during the transitional period, there is limited recourse for Neogen, and the Food Safety Business could incur operational difficulties or losses or face liability that could have a material adverse effect on the business, financial condition and results of operations of the combined company. Since Neogen will rely on 3M for such services during the transitional period, any interruption, disruption or breach of 3M’s systems relating to such services, including information technology and information security systems, could have a material adverse effect on the business, financial condition and results of operations of the combined company.
Following the Transactions, Neogen will be reliant on 3M for a period to manufacture and distribute most of the Food Safety Business’s products.
In order for the Food Safety Business to sell its products, it must be able to produce and ship sufficient quantities to meet current demand. The Food Safety Business historically utilized 3M’s global manufacturing network. None of 3M’s manufacturing locations, other than the Bridgend, United Kingdom facility, will transfer in connection with the Transactions. Following the Closing, Neogen will rely for a period on 3M’s performance under the Transition Contract Manufacturing Agreement and Transition Distribution Services Agreement to manufacture and distribute most of the Food Safety Business’s products while Neogen establishes alternative manufacturing locations and transitions and integrates the Food Safety Business. Neogen currently anticipates that it will take up to four years and will cost Neogen up to approximately $80 million to establish alternative manufacturing locations as it integrates the Food Safety Business.
Deviations in 3M’s continued implementation of the Food Safety Business’s manufacturing processes, even if minor, could result in delays, inventory shortages, unanticipated costs, product recalls and/or product liability. In addition, a number of factors could impact 3M’s ability to perform such services, which may be outside of Neogen’s control or 3M’s control and may cause production delays or the inability to fulfill customer orders, including:
equipment malfunctions;
shortages of materials;
labor problems;
natural disasters;
cybersecurity issues and cyberattacks;
power outages;
export or import restrictions;
civil or political unrest;
terrorist activities; and
the outbreak or worsening of any highly contagious diseases or other health epidemics, such as coronavirus, at or near the Food Safety Business’s production sites.
The aforementioned interruptions could result in inventory shortages, product recalls, unanticipated costs or affect Neogen’s relationships with its customers, which may adversely affect the Food Safety Business’s results of operations. In addition, subject to certain exceptions, 3M’s liability under the Transition Arrangements is generally limited and subject to an aggregate cap of $100 million across such Transition Arrangements, so Neogen may not be able to recover any or all liabilities or costs resulting from such interruptions.
Moreover, the Transition Contract Manufacturing Agreement and Transition Distribution Services Agreement contain certain limitations on the products covered and locations serviced. As a result, the Food Safety Business’s manufacturing network may be unable to meet the demand for the Food Safety Business’s products or the Food Safety Business may have excess capacity if demand for its products changes.
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If securities or industry analysts who cover Neogen, Neogen’s business or Neogen’s market publish a negative report or change their recommendations regarding Neogen’s stock adversely, Neogen’s stock price and trading volume could decline.
The trading market for Neogen common stock is influenced by the research and reports that industry or securities analysts publish about Neogen, Neogen’s business, Neogen’s market or Neogen’s competitors. If any of the analysts who cover Neogen or may cover Neogen in the future publish a negative report or change their recommendation regarding Neogen’s stock adversely, or provide more favorable relative recommendations about Neogen’s competitors, Neogen’s stock price could decline.
Certain shareholders could attempt to influence changes within Neogen, which could adversely affect Neogen’s operations, financial condition and the value of Neogen common stock.
Neogen’s shareholders may from time-to-time seek to acquire a controlling stake in Neogen, engage in proxy solicitations, advance shareholder proposals or otherwise attempt to effect changes. Campaigns by shareholders to effect changes at publicly-traded companies are sometimes led by investors seeking to increase short-term shareholder value through actions such as financial restructuring, increased debt, special dividends, stock repurchases or sales of assets or the entire company. Responding to proxy contests and other actions by activist shareholders can be costly and time-consuming, and could disrupt Neogen’s operations and divert the attention of the Neogen board and senior management from the pursuit of Neogen’s business strategies. These actions could adversely affect Neogen’s operations, financial condition and the value of Neogen common stock.
Certain provisions contained in Neogen’s articles of incorporation and bylaws, as well as provisions of Michigan law, could deter or impair a takeover attempt.
Neogen’s articles of incorporation, bylaws and Michigan law contain provisions that could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by the Neogen board. Neogen’s organizational documents include provisions:
authorizing blank check preferred stock, which could be issued by the Neogen board with voting, liquidation, dividend and other rights superior to Neogen common stock without approval of Neogen’s shareholders;
limiting the liability of, and providing indemnification to, Neogen’s directors and officers;
limiting the ability of Neogen’s shareholders to call and bring business before special meetings and to take action by written consent in lieu of a meeting;
requiring advance notice of shareholder proposals for business to be conducted at meetings of Neogen’s shareholders and for nominations of candidates for election to the Neogen board;
providing for a classified board with directors serving staggered 3-year terms; and
providing the Neogen board with the exclusive right to determine the number of directors on the Neogen board and the filling of any vacancies or newly created seats on the Neogen board.
These provisions, alone or together, could delay or deter hostile takeovers and changes in control of Neogen or changes in Neogen’s management.
As a Michigan corporation, Neogen is also subject to provisions of Michigan law, including Michigan’s fair price provision as described under “Description of Capital Stock of Neogen Before and After the Merger.” Any provision of Neogen’s articles of incorporation or bylaws or Michigan law that has the effect of delaying or deterring a change in control could limit the opportunity for Neogen’s shareholders to receive a premium for their shares of Neogen common stock or impede other transactions that Neogen shareholders may consider favorable, and could also affect the price that some investors are willing to pay for Neogen common stock.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including information incorporated by reference into this prospectus, includes “forward-looking statements”, including statements regarding the proposed Transactions. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed Transactions, the ability of the parties to complete the proposed Transactions, the expected benefits of the proposed Transactions, including future financial and operating results and strategic benefits, the tax consequences of the proposed Transactions, and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward looking statements.
Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others:
that one or more conditions to closing the Transactions (including the Exchange Offer ) may not be satisfied or waived on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval of or any tax ruling required for the consummation of the proposed Transactions, or that the required approvals of Neogen shareholders may not be obtained;
the risk that the proposed Transactions may not be completed on the terms or in the time frame expected by the parties, or at all;
unexpected costs, charges or expenses resulting from the proposed Transactions;
uncertainty of the expected financial performance of the combined company following completion of the proposed Transactions;
risks related to disruption of management time from ongoing business operations due to the proposed Transactions;
failure to realize the anticipated benefits of the proposed Transactions, including as a result of delay or failure in completing the proposed Transactions or integrating the businesses of Neogen and the Food Safety Business;
the ability of the combined company to implement its business strategy;
difficulties and delays in the combined company achieving revenue and cost synergies;
the occurrence of any event that could give rise to termination of the proposed Transactions;
the risk that stockholder litigation in connection with the proposed Transactions or other settlements or investigations may affect the timing or occurrence of the proposed Transactions or result in significant costs of defense, indemnification and liability;
evolving legal, regulatory and tax regimes;
changes in general economic and/or industry specific conditions;
actions by third parties, including governmental authorities;
other risk factors detailed from time to time in Neogen’s and 3M’s reports filed with the SEC, including Neogen’s and 3M’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC.
In light of these risks, uncertainties, assumptions and other factors, the forward-looking statements discussed in this prospectus may not occur. Other unknown or unpredictable factors could also have a material adverse effect on each of 3M’s, Garden SpinCo’s and Neogen’s actual future results, performance, or achievements. For a further discussion of these and other risks and uncertainties, see the section of this prospectus entitled “Risk Factors.” As a result of the foregoing, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. None of 3M, Garden SpinCo or Neogen undertakes, and each expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events, or changes in its respective expectations, except as required by law.
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EXCHANGE OFFER
Terms of This Exchange Offer
General
3M is offering to exchange all shares of Garden SpinCo common stock that are owned by 3M for shares of 3M common stock, at an exchange ratio to be calculated in the manner described below, on the terms and subject to the conditions and limitations described below and in the letter of transmittal (including the instructions thereto) filed as an exhibit to the registration statement of which this prospectus forms a part, that are validly tendered and not properly withdrawn before [ ], New York City time, on [ ], 2022, unless this Exchange Offer is extended or terminated. The last day on which tenders will be accepted, whether on [ ], 2022 or any later date to which this Exchange Offer is extended, is referred to in this prospectus as the “expiration date.” You may tender all, some or none of your shares of 3M common stock.
3M currently expects that approximately [ ] shares of Garden SpinCo common stock will be available in this Exchange 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.
3M’s obligation to complete this Exchange Offer is subject to important conditions that are described in “—Conditions to Consummation of this Exchange Offer.”
For each share of 3M common stock that you validly tender in this Exchange Offer and do not properly withdraw and that is accepted for exchange, you will receive a number of shares of Garden SpinCo common stock at a [ ]% discount to the per-share value of Neogen common stock, calculated as set forth below, subject to an upper limit of [ ] shares of Garden SpinCo common stock per share of 3M common stock. Stated another way, subject to the upper limit described below, for each $100 of your 3M common stock accepted for exchange in this Exchange Offer, you will receive approximately $[ ] 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 on the NYSE for each of the Valuation Dates, as reported by Bloomberg L.P. through the Price and Volume Dashboard for “MMM.”
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 and Volume Dashboard for “NEOG.”
The daily VWAP provided by Bloomberg L.P. may be different 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 Garden 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 you can receive in this Exchange Offer is subject to an upper limit of [ ] 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 $[ ] of Garden SpinCo common stock for each $100 of 3M common stock that the stockholder validly tenders, that is not properly withdrawn and that is accepted for exchange in this Exchange Offer. This upper limit was calculated based on a [ ]% discount for shares of Garden SpinCo common stock based on the average of the daily VWAPs of 3M common stock and Neogen common stock on [ ], 2022, [ ], 2022, and [ ], 2022 (the last three full trading days ending on the [ ] to last full trading day prior to commencement of
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this Exchange Offer). 3M set this limit to ensure that an unusual or unexpected drop in the trading price of Neogen common stock, relative to the trading price of 3M common stock, would not result in an unduly high number of shares of Garden SpinCo common stock being exchanged for each share of 3M common stock accepted for exchange in this Exchange Offer.
Pricing Mechanism
The terms of this Exchange Offer are designed to result in your receiving $[ ] of Garden SpinCo common stock for each $100 of your 3M common stock validly tendered, not properly withdrawn and accepted for exchange in this Exchange Offer based on the calculated per-share values described above. This Exchange Offer does not provide for a minimum exchange ratio because a minimum exchange ratio could result in the shares of Garden SpinCo common stock exchanged for each $100 of 3M common stock being valued higher than approximately $[ ]. Regardless of the final exchange ratio, the terms of this Exchange Offer would always result in your receiving approximately $[ ] of Garden SpinCo common stock for each $100 of your 3M common stock validly tendered, not properly withdrawn and accepted for exchange in this Exchange Offer, so long as the upper limit is not in effect. See the table on page 64 for purposes of illustration.
Subject to the upper limit described above, for each $100 of your 3M common stock accepted for exchange in this Exchange Offer, you will receive approximately $[ ] of Garden SpinCo common stock. The following formula will be used to calculate the number of shares of Garden SpinCo common stock you will receive for your shares of 3M common stock accepted for exchange in this Exchange Offer:
Number of shares
of Garden SpinCo
common stock
=
Number of shares of 3M
common stock tendered
and accepted for exchange,
multiplied by the lesser of:
(a)
[ ] (the
upper
limit)
and
(b)
100% of the calculated per-share
value of 3M common stock divided
by [ ]% of the calculated per-share
value of Garden SpinCo common
stock
(calculated as described below)
The calculated per-share value of a share of 3M common stock for purposes of this Exchange Offer will equal the simple arithmetic average of the daily VWAP of 3M common stock on the NYSE on each of the valuation dates. The calculated per-share value of a share of Garden SpinCo common stock for purposes of this Exchange Offer will equal the simple arithmetic average of the daily VWAP of Neogen common stock on the NYSE on each of the valuation dates.
To help illustrate the way this calculation works, below are two examples:
Example 1: Assuming that the average of the daily VWAP on the Valuation Dates is $[ ] per share of 3M common stock and $[ ] per share of Neogen common stock, you would receive [ ] ($[ ] divided by [ ]% of $[ ]) shares of Garden SpinCo common stock for each share of your 3M common stock accepted for exchange in this Exchange Offer. In this example, the upper limit of [ ] shares of Garden SpinCo common stock for each share of 3M common stock would not apply.
Example 2: Assuming that the average of the daily VWAP on the Valuation Dates is $[ ] per share of 3M common stock and $[ ] per share of Neogen common stock, the upper limit would apply, and you would only receive [ ] shares of Garden SpinCo common stock for each share of your 3M common stock accepted for exchange in this Exchange Offer, because the upper limit is less than [ ] ($[ ] divided by [ ]% of $[ ]) shares of Garden SpinCo common stock for each share of 3M common stock.
Indicative Per-Share Values
Indicative exchange ratios, calculated per-share values of 3M common stock and calculated per-share values of Garden SpinCo common stock will be made available on each trading day during this Exchange Offer prior to the third Valuation Date, commencing after the close of trading on the third trading day during this Exchange Offer, and may be obtained by contacting the information agent at the toll-free number provided on the back cover of this prospectus. In addition, a website will be maintained at [ ] that provides indicative exchange ratios, calculated per-share values of 3M common stock and calculated per-share values of Garden SpinCo common stock.
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From the commencement of this Exchange Offer until the first Valuation Date, the website will show the indicative calculated per-share values, as applicable, calculated as though that day were the expiration date of this Exchange Offer, of (i) 3M common stock, which will equal the simple arithmetic average of the daily VWAP of 3M common stock, as calculated by 3M, on each of the three most recent prior full trading days and (ii) Garden SpinCo common stock, which will equal the simple arithmetic average of the daily VWAP of Neogen common stock, as calculated by 3M, on each of the three most recent prior full trading days.
On the first two Valuation Dates, when the values of 3M common stock and Garden SpinCo common stock are calculated for the purposes of this Exchange Offer, the indicative calculated per-share values of 3M common stock and the indicative calculated per-share values of Garden SpinCo common stock, as calculated by 3M, will each equal (i) after the close of trading on the NYSE on the first Valuation Date, the VWAPs for that day, and (ii) after the close of trading on the NYSE on the second Valuation Date, the VWAPs for that day averaged with the VWAPs on the first Valuation Date. On the first two Valuation Dates, the indicative exchange ratios will be updated no later than 4:30 p.m., New York City time. No indicative exchange ratio will be published or announced on the third Valuation Date, but the final exchange ratio will be announced by press release and available on the website by 9:00 a.m., New York City time, on the second to last full trading day immediately preceding the expiration date of this exchange offer.
Final Exchange Ratio
The final exchange ratio that shows the number of shares of Garden SpinCo common stock that you will receive for each share of your 3M common stock accepted for exchange in this Exchange Offer will be available at [ ] and announced by press release by 9:00 a.m., New York City time, on the second to last full trading day prior to the expiration date (that is, on [ ], 2022, unless this Exchange Offer is extended or terminated).
After that time, you may also contact the information agent to obtain the final exchange ratio at its toll-free number provided on the back cover of this prospectus.
Each of the daily VWAPs, calculated per-share values and the final exchange ratio will be rounded to four decimal places.
If 3M common stock or Neogen common stock does not trade on any of the Valuation Dates, the calculated per-share value of 3M common stock and the calculated per-share value of Garden SpinCo common stock will be determined using the daily VWAP of 3M common stock and Neogen common stock on the preceding full trading day or days, as the case may be, on which both 3M common stock and Neogen common stock did trade.
Since the final exchange ratio will be announced by 9:00 a.m., New York City time, on the second to last full trading day prior to the expiration date of this Exchange Offer, you will be able to tender or withdraw your shares of 3M common stock after the final exchange ratio is determined. For more information on validly tendering and properly withdrawing your shares, see “—Procedures for Tendering” and “—Withdrawal Rights.”
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For the purposes of illustration, the table below indicates the number of shares of Garden SpinCo common stock that you would receive per share of your 3M common stock accepted for exchange in this Exchange Offer, calculated on the basis described above and taking into account the upper limit described above, assuming a range of averages of the daily VWAP of 3M common stock and Neogen common stock on the Valuation Dates. The first row of the table below shows the indicative calculated per-share value of 3M common stock, the indicative calculated per-share value of Garden SpinCo common stock and the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE and Nasdaq, respectively, on [ ], 2022, based on the daily VWAPs of 3M common stock and Neogen common stock on [ ], 2022, [ ], 2022 and [ ], 2022. The table also shows the effects of a 10% increase or decrease in either or both the calculated per-share value of 3M common stock and the calculated per-share value of Garden SpinCo common stock based on changes relative to the values of [ ], 2022.
3M Common Stock
Neogen Common
Stock
Calculated Per-
Share Value of 3M
Common Stock(A)
Calculated Per-
Share Value of
Garden SpinCo
Common Stock
(Before the [ ]%
Discount)(B)
Shares of Garden
SpinCo Common
Stock To Be
Received Per Share
of 3M Common
Stock Tendered
and Accepted for
Exchange (the
Exchange Ratio)(C)
Calculated
Value
Ratio(D)
As of [ ], 2022
As of [ ], 2022
$    
$    
 
 
Down 10%
Up 10%
$
$
 
 
Down 10%
Unchanged
$
$
 
 
Down 10%
Down 10%