New 3M will remain a leading global material science innovator serving diverse end markets, with science and technology, manufacturing, global capabilities, and iconic brands
Standalone Health Care business will be a leading global diversified healthcare technology company focused on wound care, oral care, healthcare IT, and biopharma filtration
Tax-free transaction expected to be completed by year-end 2023
3M intends to complete the previously announced separation of Food Safety business through a split-off transaction with a targeted closing date of September 1, 2022, subject to certain conditions
3M (NYSE: MMM) today announced its intent to spin off its Health Care business, resulting in two world-class public companies well positioned to pursue their respective growth plans. The New 3M will remain a leading global material science innovator serving customers across a range of industrial and consumer end markets, and Health Care will be a leading global diversified healthcare technology company focused on wound care, healthcare IT, oral care, and biopharma filtration.
"Today's actions advance our ability to create value for customers and shareholders," said 3M chairman and chief executive officer Mike Roman. "Disciplined portfolio management is a hallmark of our growth strategy. Our management team and board continually evaluate the strategic options that will best drive long term sustainable growth and value. The decision to spin off our Health Care business will result in two well-capitalized, world-class companies, well positioned to pursue their respective priorities."
As leading standalone companies, each is expected to benefit from:
Enhanced agility and focus to better position for long term success;
Ability to tailor capital allocation strategies and make company-specific investment decisions to drive innovation and growth;
Compelling investment profiles appealing to different investor bases; and,
Distinct boards and management teams comprised of world-class leaders with relevant expertise and track records driving value creation.
New 3M: A Leading Global Material Science Innovator
New 3M, with $26.8 billion in sales in 2021, will remain a leading global material science innovator, powered by an operating model rooted in science and technology, manufacturing, global capabilities, and iconic brands. The company will continue to leverage its unique and differentiated innovation to capitalize on customer opportunities aligned with key global megatrends such as electronics, safety, mobility, digitization, home improvement, and sustainability.
New 3M expects to continue to deliver profitable growth, generate robust cash flow, and return capital to shareholders while maintaining a strong balance sheet. New 3M will continue to prioritize strategic opportunities, including investments in growth, productivity, and sustainability while maintaining a proactive approach to portfolio management. 3M anticipates that there will be no changes to the Company's capital allocation priorities through the completion of the separation.
Health Care: A Leading Global Diversified Health Care Technology Company
Health Care, with approximately $8.61 billion in sales in 2021, will be a diversified healthcare technology leader with a deep and diverse portfolio of trusted brands, global capabilities, and leadership in attractive end market segments such as wound care, oral care, healthcare IT, and biopharma filtration. Health Care will be better positioned to deliver industry-leading innovation that enables better, smarter, and safer healthcare for patients worldwide.
Health Care will focus on growth, grounded in its strong track record of profitability. With robust cash flow generation, Health Care will be well positioned to pursue its strategic objectives.
Transaction Details
Health Care is currently expected to be spun off with net leverage of approximately 3.0x – 3.5x EBITDA and to be positioned for rapid deleveraging. Additionally, New 3M expects to retain a stake of 19.9% in Health Care, which will be monetized over time.
The spin-off is intended to be tax-free for U.S. federal income tax purposes. The Company expects to complete the transaction by year-end 2023. The transaction is subject to satisfaction of customary conditions, including final approval from the 3M Board of Directors, filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, receipt of a tax opinion, receipt of a private letter ruling from the Internal Revenue Service, satisfactory completion of financing, and receipt of other regulatory approvals.
3M will retain responsibility for non-Health Care related litigation, including those related to Combat Arms Earplugs and PFAS.
Advisors
Goldman Sachs & Co and PJT Partners are serving as financial advisors and Wachtell, Lipton, Rosen & Katz is serving as legal counsel on the spin-off of 3M's Health Care business.
Update on Pending Food Safety Transaction with Neogen
3M intends to complete the transaction through a split-off with a targeted closing date of September 1, 2022, subject to approval by Neogen shareholders, receipt of required regulatory approvals and the satisfaction of other customary closing conditions.
Taking Action to Efficiently and Equitably Resolve Combat Arms Earplugs Litigation
In a separate press release issued today, 3M announced it is taking steps to resolve litigation related to Combat Arms Earplugs. Aearo Technologies and related entities ("Aearo Technologies"), all of which are wholly-owned 3M subsidiaries, have voluntarily initiated chapter 11 proceedings. With this change in strategy, this process is intended to resolve claims related to Combat Arms Earplugs in a manner that is more efficient and equitable to all parties, including plaintiffs with claims that are determined to be entitled to compensation. 3M and its other businesses have not filed for chapter 11 and will continue to operate as usual. Aearo Technologies' operations are also expected to continue operating in the ordinary course.
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