CONFUSING AF VAN-
Neogen and 3M food safety business to combine, 3M to receive $1B consideration 12/14/21 NEOG, MMM Neogen (NEOG) and 3M (MMM) announced that they have entered into a definitive agreement pursuant to which 3M will separate its food safety business and simultaneously combine it with Neogen in a transaction that is intended to be tax-efficient to 3M and its shareholders for U.S. federal income tax purposes. The transaction implies an enterprise value for 3M's Food Safety business of approximately $5.3B, including $1B in new debt to be incurred by 3M's food safety business. This represents an implied multiple of approximately 32x and 27x CY 2022E adjusted EBITDA pre and post run-rate synergies respectively, based on Neogen's closing price as of December 13. 3M's food safety business will fund to 3M consideration valued at approximately $1B, subject to closing and other adjustments. The combined company is expected to have an enterprise value of approximately $9.3B, based on Neogen's closing share price as of December 13. Under the terms of the definitive agreements, which involve a tax-free "Reverse Morris Trust" structure, existing Neogen shareholders will continue to own approximately 49.9% of the combined company, and 3M shareholders will receive approximately 50.1% of the combined company. The boards of directors of both Neogen and 3M have unanimously approved the transaction. The transaction involves a tax-free "Reverse Morris Trust" transaction structure, where 3M's Food Safety business will be spun-off or split-off to 3M shareholders and simultaneously merged with a wholly owned subsidiary of NEOGEN. The transaction is intended to be tax-efficient to 3M and 3M's shareholders for U.S. federal income tax purposes. At the completion of the transaction, Neogen will issue a number of shares to 3M shareholders such that 3M shareholders will receive approximately 50.1% of the combined company and existing Neogen shareholders will continue to own approximately 49.9% of the combined company. In connection with the transaction, 3M will also receive consideration valued at approximately $1B, subject to closing and other adjustments. Neogen's expected pro forma net leverage ratio at close is expected to be less than 2.5x, inclusive of the $1B of new debt. Strong expected free cash flow generation and EBITDA growth of the combined business enables rapid deleveraging post-closing. The transaction is expected to close by the end of Q3 2022, subject to approval by Neogen shareholders, receipt of required regulatory approvals and the satisfaction of other customary closing conditions. Neogen's president and CEO, John Adent, and Neogen's existing management team will continue to lead the combined company. The size of the Neogen board will be increased and two new independent board members, to be designated by 3M, will be appointed at closing.