3M Company / MMM
Дата на съобщението : 07.09.2022 12:54
Тип на съобщението : Замяна на изпратено по-рано съобщение
ISIN : US88579Y1010
Тип на събитието : Замяна
Описание на събитието : Замяна на притежваните ценни книжа за други ценни книжа и/или пари в брой. Замяната може да бъде задължителна или доброволна, включваща замяна на ценни книжа в обращение за различни ценни книжа и/или пари в брой. Например „оферта за замяна“, „капиталова реорганизация/преструктуриране“ или „разделяне на средства“.
Дата на обявяване на събитието: 09.08.2022 г.
Допълнителна информация
UPDATE 07SEP2022 . PLEASE BE ADVISED THAT A TOTAL OF APPROXIMATELY 203,610,687 SHARES OF 3M COMMON STOCK WERE VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN IN THE EXCHANGE OFFER, INCLUDING APPROXIMATELY 1,114,015 SHARES TENDERED BY ODD-LOT STOCKHOLDE RS NOT SUBJECT TO PRORATION. . ALL TENDERS BY ODD-LOT SHAREHOLDERS WERE FULLY ACCEPTED IN THE O FFER. THE REMAINING VALIDLY TENDERED SHARES OF 3M COMMON STOCK WERE ACCEPTED IN THE EXCHANGE ON A PRO RATA BASIS USING THE FINAL PRORATION FACTOR OF 7.346065 PERCENT. SHARES OF 3M COMMON STOCK THAT WERE VALIDLY TENDERED BUT NOT ACCEPTED FOR EXCHANGE AR E EXPECTED TO BE RETURNED TO TENDERING STOCKHOLDERS ON OR AROUND 08SEP2022. . UNDER THE TERMS O F THE EXCHANGE OFFER, 108,269,946 SHARES OF SPINCO COMMON STOCK WERE AVAILABLE IN EXCHANGE FOR SHARES OF 3M COMMON STOCK ACCEPTED IN THE EXCHANGE OFFER. THE FINAL EXCHANGE RATIO FOR THE EXCHANGE OFFER WAS SET AT 6.7713 SHARES OF SPINCO COMMON STOCK FOR E ACH SHARE OF 3M COMMON STOCK VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN. IN THE MERGER, EACH S HARE OF SPINCO COMMON STOCK AUTOMATICALLY CONVERTED INTO THE RIGHT TO RECEIVE ONE SHARE OF NEOGEN COMMON STOCK. . ACCORDINGLY, 3M STOCKHOLDERS WHO TENDERED SHARES OF 3M COMMON STOCK IN THE EXCHANGE OFFER WILL RECEIVE APPROXIMATELY 6.7713 SHARES OF NEOG EN COMMON STOCK (SUBJECT TO THE RECEIPT OF CASH IN LIEU OF FRACTIONAL SHARES)
FOR EACH SHARE OF 3M COMMON STOCK TENDERED AND ACCEPTED FOR EXCHANGE. 3M ACCEPTED APPROXIMATELY 15,989,536 SHARES OF 3M COMMON STOCK FOR EXCHANGE IN THE EXCHANGE OFFER. . ANTICIPATED PAYMENT DATE IS 08SEP2022 . FORMATTED FIELD WILL BE UPDATED UPON RECEIPT OF THE PAYMENT . ORIGINAL NOTIFICATION . . . SUMMARY . INSTRUCTIONS PER BO: YES B O DISCLOSURE REQUIRED: NO PAPERWORK: NO INSTRUCTION WITHDRAWAL: YES . . . 1. EVENT DETAILS . 3M IS OFFERING TO EXCHANGE ALL SHARES OF GARDEN SPINCO COMMON STOCK THAT ARE OWNED BY 3M FOR OUTSTANDING SHARES OF 3M COMMON STOCK (AND WIL L BE CONVERTED INTO SHARES OF COMMON STOCK OF NEOGEN CORPORATION), AT AN EXCHANGE RATIO TO BE C ALCULATED IN THE MANNER DESCRIBED IN THE OFFER TO EXCHANGE PROSPECTUS, UPON TERMS AND SUBJECT TO THE CONDITIONS AND LIMITATIONS. . 3M CURRENTLY EXPECTS THAT APPROXIMATELY 108.3 MILLION SHARES OF GARDEN SPINCO COMMON STOCK WILL BE AVAILABLE IN THIS E XCHANGE OFFER. THE NUMBER OF SHARES OF 3M COMMON STOCK THAT WILL BE ACCEPTED FOR EXCHANGE IF TH IS EXCHANGE OFFER IS COMPLETED WILL DEPEND ON THE FINAL EXCHANGE RATIO, THE NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK OFFERED AND THE NUMBER OF SHARES OF 3M COMMON STOCK TENDERED. . ODD LOT: ANY BENEFICIAL OF FEWER THAN 100 SHARES OF 3M COMMON STOCK WHO WISHES TO TENDER ALL OF SUCH BENEFICIAL HOLDERS SHARES OF 3M COMMON STOCK IN THIS EXCHANGE OFFER SHOULD SUBMIT ODD LOT INSTRUCTIONS (OPTION 1), WHICH WILL NOT BE SUBJECT TO PRORATION IF THIS EXCHANGE OFFER IS OVERSUBSCRIBED. BENEFICIAL HOLDERS OF 100 OR MORE SHARES OF 3M COMMON STOCK ARE NOT ELIGIBLE FOR THIS PREFERENCE. . HOLDERS MAY TENDE R ALL, SOME OR NONE OF A HOLDERS SHARES OF 3M COMMON STOCK. FOR EACH SHARE OF 3M COMMON STOCK T HAT A HOLDER VALIDLY TENDERS IN THIS EXCHANGE OFFER AND DOES NOT PROPERLY WITHDRAW AND THAT IS ACCEPTED FOR EXCHANGE, THE HOLDER WILL RECEIVE A NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK AT A 7 PCT DISCOUNT TO THE PER SHARE VALUE OF NEOGEN COMMON S TOCK, CALCULATED AS SET FORTH IN THE OFFER TO EXCHANGE PROSPECTUS, SUBJECT TO AN UPPER LIMIT OF 7.3515 SHARES OF GARDEN SPINCO COMMON STOCK PER SHARE OF 3M COMMON STOCK. . STATED ANOTHER WAY, SUBJECT TO THE UPPER LIMIT DESCRIBED BELOW, FOR EACH USD 100 OF A HOLDERS 3M COMMON STOCK ACCEPTED FOR EXCHANGE IN THIS EXCHANGE OFFER, THE HOLDER WILL RECEI VE APPROXIMATELY USD 107.53 OF GARDEN SPINCO COMMON STOCK. . THE FINAL CALCULATED PER SHARE VAL UE 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 UN(EQUITY)
AQR. 2. WITH RESPECT TO GARDEN SPINCO COMMON STOCK, THE SIMPLE ARITHMETIC AVERAGE OF THE DAILY VWAP OF NEOGEN COMMON STOCK ON NASDAQ FOR EACH OF THE VALUATION DATES, AS REPORTED BY BLOOMBERG L.P. THROUGH THE PRICE AND VOLUME DASHBOARD FOR NEOG UW(EQUITY)
AQR. 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 NUM BER OF SHARES OF GARDEN SPINCO COMMON STOCK THAT CAN BE RECEIVED FOR EACH SHARE OF 3M COMMON ST OCK TENDERED AND ACCEPTED FOR EXCHANGE IS IN EFFECT, THEN THE EXCHANGE RATIO WILL BE FIXED AT THE LIMIT. UPPER LIMIT: THE NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK A HOLDER CAN RECEIVE IN THIS EXCHANGE OFFER IS SUBJECT TO AN UPPER LIMIT OF 7.3515 SH ARES OF GARDEN SPINCO COMMON STOCK FOR EACH SHARE OF 3M COMMON STOCK ACCEPTED FOR EXCHANGE IN TH IS EXCHANGE OFFER. IF THE UPPER LIMIT IS IN EFFECT, A STOCKHOLDER WILL RECEIVE LESS (AND COULD RECEIVE MUCH LESS)
THAN USD 107.53 OF GARDEN SPINCO COMMON STOCK FOR EACH USD 100 OF 3M COMMON STOCK THAT THE STOCKHOLDER VALIDLY TENDERS, THAT IS NOT PROPERL Y WITHDRAWN AND THAT IS ACCEPTED FOR EXCHANGE IN THIS EXCHANGE OFFER. THIS UPPER LIMIT WAS CALC ULATED BASED ON A 12 PCT DISCOUNT FOR SHARES OF GARDEN SPINCO COMMON STOCK BASED ON THE
Тип на съобщението : Замяна на изпратено по-рано съобщение
ISIN : US88579Y1010
Тип на събитието : Замяна
Описание на събитието : Замяна на притежваните ценни книжа за други ценни книжа и/или пари в брой. Замяната може да бъде задължителна или доброволна, включваща замяна на ценни книжа в обращение за различни ценни книжа и/или пари в брой. Например „оферта за замяна“, „капиталова реорганизация/преструктуриране“ или „разделяне на средства“.
Дата на обявяване на събитието: 09.08.2022 г.
Допълнителна информация
UPDATE 07SEP2022 . PLEASE BE ADVISED THAT A TOTAL OF APPROXIMATELY 203,610,687 SHARES OF 3M COMMON STOCK WERE VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN IN THE EXCHANGE OFFER, INCLUDING APPROXIMATELY 1,114,015 SHARES TENDERED BY ODD-LOT STOCKHOLDE RS NOT SUBJECT TO PRORATION. . ALL TENDERS BY ODD-LOT SHAREHOLDERS WERE FULLY ACCEPTED IN THE O FFER. THE REMAINING VALIDLY TENDERED SHARES OF 3M COMMON STOCK WERE ACCEPTED IN THE EXCHANGE ON A PRO RATA BASIS USING THE FINAL PRORATION FACTOR OF 7.346065 PERCENT. SHARES OF 3M COMMON STOCK THAT WERE VALIDLY TENDERED BUT NOT ACCEPTED FOR EXCHANGE AR E EXPECTED TO BE RETURNED TO TENDERING STOCKHOLDERS ON OR AROUND 08SEP2022. . UNDER THE TERMS O F THE EXCHANGE OFFER, 108,269,946 SHARES OF SPINCO COMMON STOCK WERE AVAILABLE IN EXCHANGE FOR SHARES OF 3M COMMON STOCK ACCEPTED IN THE EXCHANGE OFFER. THE FINAL EXCHANGE RATIO FOR THE EXCHANGE OFFER WAS SET AT 6.7713 SHARES OF SPINCO COMMON STOCK FOR E ACH SHARE OF 3M COMMON STOCK VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN. IN THE MERGER, EACH S HARE OF SPINCO COMMON STOCK AUTOMATICALLY CONVERTED INTO THE RIGHT TO RECEIVE ONE SHARE OF NEOGEN COMMON STOCK. . ACCORDINGLY, 3M STOCKHOLDERS WHO TENDERED SHARES OF 3M COMMON STOCK IN THE EXCHANGE OFFER WILL RECEIVE APPROXIMATELY 6.7713 SHARES OF NEOG EN COMMON STOCK (SUBJECT TO THE RECEIPT OF CASH IN LIEU OF FRACTIONAL SHARES)
FOR EACH SHARE OF 3M COMMON STOCK TENDERED AND ACCEPTED FOR EXCHANGE. 3M ACCEPTED APPROXIMATELY 15,989,536 SHARES OF 3M COMMON STOCK FOR EXCHANGE IN THE EXCHANGE OFFER. . ANTICIPATED PAYMENT DATE IS 08SEP2022 . FORMATTED FIELD WILL BE UPDATED UPON RECEIPT OF THE PAYMENT . ORIGINAL NOTIFICATION . . . SUMMARY . INSTRUCTIONS PER BO: YES B O DISCLOSURE REQUIRED: NO PAPERWORK: NO INSTRUCTION WITHDRAWAL: YES . . . 1. EVENT DETAILS . 3M IS OFFERING TO EXCHANGE ALL SHARES OF GARDEN SPINCO COMMON STOCK THAT ARE OWNED BY 3M FOR OUTSTANDING SHARES OF 3M COMMON STOCK (AND WIL L BE CONVERTED INTO SHARES OF COMMON STOCK OF NEOGEN CORPORATION), AT AN EXCHANGE RATIO TO BE C ALCULATED IN THE MANNER DESCRIBED IN THE OFFER TO EXCHANGE PROSPECTUS, UPON TERMS AND SUBJECT TO THE CONDITIONS AND LIMITATIONS. . 3M CURRENTLY EXPECTS THAT APPROXIMATELY 108.3 MILLION SHARES OF GARDEN SPINCO COMMON STOCK WILL BE AVAILABLE IN THIS E XCHANGE OFFER. THE NUMBER OF SHARES OF 3M COMMON STOCK THAT WILL BE ACCEPTED FOR EXCHANGE IF TH IS EXCHANGE OFFER IS COMPLETED WILL DEPEND ON THE FINAL EXCHANGE RATIO, THE NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK OFFERED AND THE NUMBER OF SHARES OF 3M COMMON STOCK TENDERED. . ODD LOT: ANY BENEFICIAL OF FEWER THAN 100 SHARES OF 3M COMMON STOCK WHO WISHES TO TENDER ALL OF SUCH BENEFICIAL HOLDERS SHARES OF 3M COMMON STOCK IN THIS EXCHANGE OFFER SHOULD SUBMIT ODD LOT INSTRUCTIONS (OPTION 1), WHICH WILL NOT BE SUBJECT TO PRORATION IF THIS EXCHANGE OFFER IS OVERSUBSCRIBED. BENEFICIAL HOLDERS OF 100 OR MORE SHARES OF 3M COMMON STOCK ARE NOT ELIGIBLE FOR THIS PREFERENCE. . HOLDERS MAY TENDE R ALL, SOME OR NONE OF A HOLDERS SHARES OF 3M COMMON STOCK. FOR EACH SHARE OF 3M COMMON STOCK T HAT A HOLDER VALIDLY TENDERS IN THIS EXCHANGE OFFER AND DOES NOT PROPERLY WITHDRAW AND THAT IS ACCEPTED FOR EXCHANGE, THE HOLDER WILL RECEIVE A NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK AT A 7 PCT DISCOUNT TO THE PER SHARE VALUE OF NEOGEN COMMON S TOCK, CALCULATED AS SET FORTH IN THE OFFER TO EXCHANGE PROSPECTUS, SUBJECT TO AN UPPER LIMIT OF 7.3515 SHARES OF GARDEN SPINCO COMMON STOCK PER SHARE OF 3M COMMON STOCK. . STATED ANOTHER WAY, SUBJECT TO THE UPPER LIMIT DESCRIBED BELOW, FOR EACH USD 100 OF A HOLDERS 3M COMMON STOCK ACCEPTED FOR EXCHANGE IN THIS EXCHANGE OFFER, THE HOLDER WILL RECEI VE APPROXIMATELY USD 107.53 OF GARDEN SPINCO COMMON STOCK. . THE FINAL CALCULATED PER SHARE VAL UE 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 UN(EQUITY)
AQR. 2. WITH RESPECT TO GARDEN SPINCO COMMON STOCK, THE SIMPLE ARITHMETIC AVERAGE OF THE DAILY VWAP OF NEOGEN COMMON STOCK ON NASDAQ FOR EACH OF THE VALUATION DATES, AS REPORTED BY BLOOMBERG L.P. THROUGH THE PRICE AND VOLUME DASHBOARD FOR NEOG UW(EQUITY)
AQR. 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 NUM BER OF SHARES OF GARDEN SPINCO COMMON STOCK THAT CAN BE RECEIVED FOR EACH SHARE OF 3M COMMON ST OCK TENDERED AND ACCEPTED FOR EXCHANGE IS IN EFFECT, THEN THE EXCHANGE RATIO WILL BE FIXED AT THE LIMIT. UPPER LIMIT: THE NUMBER OF SHARES OF GARDEN SPINCO COMMON STOCK A HOLDER CAN RECEIVE IN THIS EXCHANGE OFFER IS SUBJECT TO AN UPPER LIMIT OF 7.3515 SH ARES OF GARDEN SPINCO COMMON STOCK FOR EACH SHARE OF 3M COMMON STOCK ACCEPTED FOR EXCHANGE IN TH IS EXCHANGE OFFER. IF THE UPPER LIMIT IS IN EFFECT, A STOCKHOLDER WILL RECEIVE LESS (AND COULD RECEIVE MUCH LESS)
THAN USD 107.53 OF GARDEN SPINCO COMMON STOCK FOR EACH USD 100 OF 3M COMMON STOCK THAT THE STOCKHOLDER VALIDLY TENDERS, THAT IS NOT PROPERL Y WITHDRAWN AND THAT IS ACCEPTED FOR EXCHANGE IN THIS EXCHANGE OFFER. THIS UPPER LIMIT WAS CALC ULATED BASED ON A 12 PCT DISCOUNT FOR SHARES OF GARDEN SPINCO COMMON STOCK BASED ON THE
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