Record date set for March 18, 2024 and distribution date set for
April 1, 2024
ST.
PAUL, Minn., March 8,
2024 /PRNewswire/ -- 3M
(NYSE: MMM) today announced that its Board of Directors has
approved the planned spin-off of its Health Care business, which
will be known as Solventum Corporation. The company is anticipated
to spin off from 3M on April 1, 2024, and has applied to list on the New
York Stock Exchange as "SOLV."
"Today's approval is another important milestone as we continue
to make progress in building two world-class companies, both
positioned to pursue their respective growth and tailored capital
allocation plans," said Mike Roman,
3M chairman and chief executive
officer. "We are pleased to have taken another step as Solventum
prepares to independently pursue its mission and promise to
innovate in the exciting and rapidly growing health care
market."
Stock Distribution
Holders of 3M common stock will be
entitled to receive one share of Solventum common stock for every
four shares of 3M common stock held
at the close of business on March 18,
2024, the record date for the distribution. The distribution
is expected to occur prior to the opening of trading on
April 1, 2024, subject to the
satisfaction of remaining conditions. For U.S. federal income tax
purposes, the distribution is generally intended to be tax-free to
3M shareholders. The spin-off is
subject to the satisfaction or waiver of certain conditions
described in the registration statement on the Form 10 filed by
Solventum, including effectiveness of the registration
statement.
3M's Board of Directors approved the distribution to
3M shareholders of 80.1% of the
outstanding shares of Solventum. 3M
will retain 19.9% of the outstanding shares of Solventum common
stock, which will be monetized within five years following the
spin-off.
3M shareholders of record as of
the record date do not need to take any action to receive shares of
Solventum common stock to which they are entitled as 3M shareholders. In addition, shareholders do not
need to pay any consideration, or surrender or exchange shares of
3M common stock, to participate in
the distribution. Shareholders will receive cash in lieu of
fractional shares of Solventum common stock.
Trading Details
3M anticipates that "when-issued"
trading in Solventum common stock on the NYSE will begin on or
about March 26, 2024, under the
symbol "SOLV WI," and Solventum common stock will begin
"regular-way" trading on the NYSE on the distribution date,
April 1, 2024, under the symbol
"SOLV."
Beginning on March 26, 2024 and
continuing through March 28, 2024, it
is expected that there will be two markets in 3M common stock on the NYSE: a "regular-way"
market under the symbol "MMM," in which 3M shares will trade with the right to receive
shares of Solventum common stock in the distribution, and an "ex
distribution market" under the symbol "MMM WI" in which
3M shares will trade without the
right to receive shares of Solventum common stock in the
distribution.
3M shareholders who hold shares of
common stock on the record date of March 18,
2024, and decide to sell any of those shares before the
distribution date should consult their stockbroker, bank or other
nominee to understand whether the shares of 3M common stock will be sold with or without
entitlement to Solventum common stock distributed pursuant to the
distribution.
For more information about the distribution, please contact the
distribution agent, EQ Shareowner Services, at P.O. Box 64854
St. Paul, MN 55164-0854 or at the
telephone number 1-800-401-1952 (toll-free in the United States).
Key Information about Solventum
As outlined in the Form 10, Solventum will be:
- Focused on its mission, "Enabling better, smarter, safer
healthcare to improve lives," powered by its more than 70 years of
innovation creating breakthrough solutions, market-leading
positions, trusted, recognized brands, and strong customer
relationships with more than 100,000 channel partners and sales in
more than 90 countries.
- A leading global healthcare company innovating at
the intersection of health, material, and data science, with
$8.2 billion in revenue in 2023.
Solventum will serve an approximate $93
billion global addressable market anticipated to grow at
4-6% through 2026.
- Organized into four operating business segments aligned to the
markets served, including:
- Medical Surgical (MedSurg): A provider of wound care and
surgical solutions intended to accelerate healing and prevent
complications.
- Dental Solutions: A provider of dental prevention
and procedure solutions and orthodontic solutions intended to
promote lifelong oral health.
- Health Information Systems: A provider of software
solutions powered by clinical intelligence that are intended to
create time for clinicians to care for patients and ensure accuracy
in health care reimbursement.
- Purification & Filtration: A provider of
filters and membranes intended for life-saving biopharmaceuticals,
vaccines, and medical treatments.
Solventum will include more than 20,000 engaged employees led by
an experienced team, including Bryan
Hanson as Chief Executive Officer, Wayde McMillan as Chief Financial Officer, and
Carrie Cox as Board Chair.
Additional information about Solventum is available on our
website.
Solventum Investor Day
As previously announced, Solventum plans to host an Investor Day
in New York City on Tuesday, March 19, 2024, at 9:00 a.m. Eastern Time. Hanson and McMillan will
be joined by members of Solventum's leadership team to provide an
overview of the business and outline opportunities for value
creation in advance of its planned spin from 3M. The event will include formal presentations
and a Q&A session with leadership. Information on registering
for in-person attendance will be provided ahead of the event.
A simultaneous webcast and replay of Solventum's presentation
will be available on 3M's website at
https://investors.3m.com/health-care-spin-off-resources. An archive
of the webcast will also be available on the Company's website
after the live event concludes.
Forward-Looking Statements
This news release contains
forward-looking statements about 3M's planned spin-off of its
Health Care business, including the anticipated timing of the
completion of the spin-off. You can identify these statements by
the use of words such as "plan," "expect," "aim," "believe,"
"project," "target," "anticipate," "intend," "estimate," "will,"
"should," "could," "would," "forecast" and other words and terms of
similar meaning in connection with any discussion of future
operating or financial performance or business plans or prospects.
Among the factors that could cause actual results to differ
materially are the following: (1) worldwide economic, political,
regulatory, international trade, geopolitical, capital markets and
other external conditions and other factors beyond the Company's
control, including inflation, recession, military conflicts,
natural and other disasters or climate change affecting the
operations of the Company or its customers and suppliers; (2)
foreign currency exchange rates and fluctuations in those rates;
(3) risks related to certain fluorochemicals, including liabilities
related to claims, lawsuits, and government regulatory proceedings
concerning various PFAS-related products and chemistries, as well
as risks related to the Company's plans to exit PFAS manufacturing
and discontinue use of PFAS across its product portfolio; (4) risks
related to the proposed class-action settlement to resolve claims
by public water systems in the United
States regarding PFAS; (5) legal proceedings, including
significant developments that could occur in the legal and
regulatory proceedings described in the Company's Annual Report on
Form 10-K for the year ended Dec. 31,
2023 and any subsequent quarterly reports on Form 10-Q (the
"Reports"); (6) competitive conditions and customer preferences;
(7) the timing and market acceptance of new product and service
offerings; (8) the availability and cost of purchased components,
compounds, raw materials and energy due to shortages, increased
demand and wages, supply chain interruptions, or natural or other
disasters; (9) unanticipated problems or delays with the phased
implementation of a global enterprise resource planning (ERP)
system, or security breaches and other disruptions to the Company's
information technology infrastructure; (10) the impact of
acquisitions, strategic alliances, divestitures, and other
strategic events resulting from portfolio management actions and
other evolving business strategies; (11) operational execution,
including the extent to which the Company can realize the benefits
of planned productivity improvements, as well as the impact of
organizational restructuring activities; (12) financial market
risks that may affect the Company's funding obligations under
defined benefit pension and postretirement plans; (13) the
Company's credit ratings and its cost of capital; (14) tax-related
external conditions, including changes in tax rates, laws or
regulations; (15) matters relating to the proposed spin-off of the
Company's Health Care business, including whether the transaction
will be completed, or if completed, will be on the expected terms
or at the expected time; the risk that the expected benefits will
not be realized; the risk that the costs or dis-synergies will
exceed the anticipated amounts; the ability to satisfy the various
closing conditions; potential business disruption; the diversion of
management time; the impact of the transaction (or its pendency) on
the Company's ability to retain talent; potential impacts on the
Company's relationships with its customers, suppliers, employees,
regulators and other counterparties; the ability to realize the
desired tax treatment; the risk that any consents or approvals
required will not be obtained; risks associated with financings
undertaken and indebtedness incurred in connection with the
transaction; and (16) matters relating to Combat Arms Earplugs
("CAE"), including those relating to, the August 2023 settlement that is intended to
resolve, to the fullest extent possible, all litigation
and alleged claims involving the CAE sold or
manufactured by the Company's subsidiary Aearo Technologies and
certain of its affiliates and/or 3M.
Changes in such assumptions or factors could produce significantly
different results. A further description of these factors is
located in the Reports under "Cautionary Note Concerning Factors
That May Affect Future Results" and "Risk Factors" in Part I, Items
1 and 1A (Annual Report) and in Part I, Item 2 and Part II, Item 1A
(Quarterly Reports). The Company assumes no obligation to update
any forward-looking statements discussed herein as a result of new
information or future events or developments.
About 3M
3M (NYSE: MMM) believes science helps create a
brighter world for everyone. By unlocking the power of people,
ideas and science to reimagine what's possible, our
global team uniquely addresses the opportunities and
challenges of our customers, communities, and planet. Learn
how we're working to improve lives and make what's
next at 3M.com/news.
About Solventum
At Solventum, we enable better,
smarter, safer healthcare to improve lives. As a new company with a
long legacy of creating breakthrough solutions for our customers'
toughest challenges, we pioneer game-changing innovations at the
intersection of health, material and data science that change
patients' lives for the better — while empowering healthcare
professionals to perform at their best. See how at Solventum.
3M Investor
Contact:
Bruce Jermeland
(651) 733-1807
or
Diane Farrow
(612) 202-2449
or
Eric Herron
(651) 233-0043
3M Media
Contact:
Sean Lynch
Slynch2@mmm.com
Solventum Investor Contact:
Kevin Moran
kmmoran@solventum.com
(651) 968-7608
Solventum Media Contact:
Carly
Rotman
crotman@solventum.com
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SOURCE 3M Company