Yeah, here it is, for (my) future reference:
3M Company ("3M") (NYSE: MMM) announced today the commencement of an exchange offer to effect the separation of its food safety business (the "Food Safety Business"), in furtherance of the...
www.streetinsider.com
So, if I understand correctly:
* On the final days of August, MMM shareholders will have the option of exchanging their MMM for SpinCo, which is destined to become (get absorbed by) Neogen. MMM shareholders will get a 7% discount on any SpinCo/Neogen shares they acquire through this transaction, the discount being figured with respect to Neogen's market-weighted average price over the three trading days 25, 26, and 29 August.
* 108.3M shares of SpinCo/Neogen will be available, which works out to $2.33B worth. Since MMM's market cap is $83.6B, only a small percentage of MMM shares can be exchanged. In the event that the exchange order is oversubscribed, everyone's allowable exchange will be prorated.
* If the exchange is
undersubscribed, the remaining shares of SpinCo/Neogen will be distributed pro rata to all MMM shareholders. If no one accepts the exchange offer, leaving all of the SpinCo/Neogen up for grabs, then each $100 of MMM will be entitled to $2.79 of SpinCo/Neogen.
Neogen is down 52.8% YTD, so if you think it can bounce back, this could be a useful opportunity to get in at an even steeper discount than the market price. If you could freeze the prices, you'd hop over quickly to NEOG, cash out at face value, and then move back into MMM. But I'm probably not the only one who has thought of that, so I expect the prices of NEOG (and maybe also MMM) to go haywire right around the time of the merger.