For example, if the calculated per-share value of 3M common stock was $[ ] (the highest closing price for 3M common stock on the NYSE during the [ ]-month period prior to commencement of this Exchange Offer) and the calculated per-share value of Garden SpinCo common stock was $[ ] (the lowest closing price for Neogen common stock on Nasdaq during that [ ]-month period), the value of Garden SpinCo common stock, based on the Neogen common stock price, received for shares of 3M common stock accepted for exchange in this Exchange Offer would be approximately $[ ] for each $100 of 3M common stock accepted for exchange in this Exchange Offer.

This Exchange Offer, and your withdrawal rights, will expire at 11:59 p.m., New York City time, on [ ], 2022, unless this Exchange Offer is extended or terminated. You must tender your shares of 3M common stock prior to this time if you want to participate in this Exchange Offer. 3M may extend, terminate or amend this Exchange Offer as described in this prospectus.

Any such extension, termination or amendment will be followed as promptly as practicable by public announcement thereof by 3M, which, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

3M’s obligation to exchange shares of Garden SpinCo common stock for shares of 3M common stock is subject to the conditions listed under “Exchange Offer—Conditions to Consummation of This Exchange Offer.” These conditions include:

See “The Transaction Agreements—The Separation Agreement—Conditions to the Distribution.”

3M may waive any of the conditions to this Exchange Offer prior to the expiration of this Exchange Offer. Garden SpinCo has no right to waive any of the conditions to this Exchange Offer. If 3M waives receipt of the Distribution Tax Opinions, IRS Ruling or certain tax rulings issued by the Swiss tax authorities, 3M will evaluate the appropriate facts and circumstances at that time and make such additional disclosure and take such other actions, including extension of the Exchange Offer, as may be required by applicable law. See “Exchange Offer-Terms of This Exchange Offer-Extension; Termination; Amendment.” Neogen has no right to waive any of the conditions to this Exchange Offer (other than certain conditions relating to the Merger).

The obligations of the parties to the Merger Agreement to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver by 3M and Neogen, at or prior to the closing of the Merger, of each of the following conditions:

3M’s and Garden SpinCo’s obligations to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver by 3M, at or prior to the closing of the Merger, of each of the following additional conditions:

Neogen’s and Merger Sub’s obligations to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver by Neogen, at or prior to the closing of the Merger, of each of the following additional conditions:

See “The Transaction Agreements—The Merger Agreement—Conditions to the Merger.”

If, upon the expiration of this Exchange Offer, 3M stockholders have validly tendered and not properly withdrawn more shares of 3M common stock than 3M is able to accept for exchange (taking into account the exchange ratio and the total number of shares of Garden SpinCo common stock owned by 3M), 3M will accept for exchange the 3M common stock validly tendered and not properly withdrawn by each tendering stockholder on a pro rata basis, based on the proportion that the total number of shares of 3M common stock to be accepted for exchange bears to the total number of shares of 3M common stock validly tendered and not properly withdrawn (rounded to the nearest whole number of shares of 3M common stock), and subject to any adjustment necessary to ensure the exchange of all shares of Garden SpinCo common stock being offered by 3M in this Exchange Offer, except for tenders of odd lots, as described below.

3M will announce the preliminary proration factor for this Exchange Offer at [ ] and separately by press release promptly after the expiration of this Exchange Offer. Upon determining the number of shares of 3M common stock validly tendered for exchange and not properly withdrawn, 3M will announce the final results of this Exchange Offer, including the final proration factor for this Exchange Offer.

Beneficial holders (other than participants in any of the 3M Savings Plans) of less than 100 shares of 3M common stock who validly tender all of their shares may elect not to be subject to proration by completing the section in the applicable letter of transmittal entitled “Odd-Lot Shares.” If your odd-lot shares are held by a broker for your account, you can contact the broker and request this preferential treatment. All of your odd-lot shares will be accepted for exchange without proration if 3M completes this Exchange Offer.

Fractional shares of Garden SpinCo common stock will be issued in the Distribution. Garden SpinCo common stock (including the fractional shares) will be held by the Distribution Exchange Agent for the benefit of 3M stockholders whose shares of 3M common stock are accepted for exchange in this Exchange Offer and, if this Exchange Offer is completed but not fully subscribed, for distribution in the Clean-Up Spin-Off. If this Exchange Offer is terminated by 3M without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), 3M intends to distribute all shares of Garden SpinCo common stock owned by 3M on a pro rata basis to holders of 3M common stock, with a record date to be announced by 3M. Following the consummation of this Exchange Offer, Merger Sub will be merged with and into Garden SpinCo, whereby Garden SpinCo will continue as the surviving corporation and a wholly owned subsidiary of Neogen. Each share of Garden SpinCo common stock outstanding immediately prior to the effective time of the Merger (except for the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of Neogen common stock equal to the Exchange Ratio, such that immediately following the Merger, Garden SpinCo stockholders will own, in the aggregate, approximately 50.1% of the issued and outstanding shares of Neogen common stock and pre-Merger Neogen shareholders will own, in the aggregate, approximately 49.9% of the issued and outstanding shares of Neogen common stock. No fractional shares of Neogen common stock will be issued in the Merger. Instead, Garden SpinCo stockholders who would otherwise be entitled to receive a fractional share of Neogen common stock (after aggregating all fractional shares that would otherwise have been issuable to such stockholder) will receive cash in lieu of such fractional share. The Merger Exchange Agent will aggregate all fractional shares that would otherwise be issuable to Garden SpinCo stockholders (after first aggregating all fractional shares to which any individual stockholder would otherwise be entitled) and will sell such shares on the open market at then-prevailing prices. The Merger Exchange Agent will make the net cash proceeds of such sales (after any tax withholding, brokerage charges, commissions and conveyance and similar taxes), available, without interest, to Garden SpinCo stockholders that would otherwise have been entitled to a fractional share of Neogen common stock, on a pro rata basis based on such stockholders’ respective fractional interests.

Holders who are tendering shares of 3M common stock represented by units in the 3M stock fund allocated to their 3M Savings Plans accounts should refer to the special instructions provided to them by or on behalf of their applicable plan administrator or other plan fiduciary for information that is specific to the 3M Savings Plans.

For you to validly tender your shares of 3M common stock pursuant to this Exchange Offer, prior to the expiration of this Exchange Offer:

Upon consummation of this Exchange Offer, 3M will deliver to the Distribution Exchange Agent a book-entry authorization representing (a) all of the shares of Garden SpinCo common stock being exchanged in this Exchange Offer, with instructions to hold the shares of Garden SpinCo common stock as agent for the holders of shares of 3M common stock validly tendered and not properly withdrawn in this Exchange Offer and (b) in the case of a clean-up spin-off, if any, 3M stockholders whose shares of 3M common stock remain outstanding after the consummation of this Exchange Offer. Shares of Neogen common stock will be delivered to Garden SpinCo stockholders following the effective time of the Merger, pursuant to the procedures determined by the Merger Exchange Agent. See “Exchange Offer—Terms of This Exchange Offer—Exchange of Shares of 3M Common Stock.”

Shares of 3M common stock validly tendered pursuant to this Exchange Offer may be withdrawn at any time before the expiration of this Exchange Offer and unless 3M has previously accepted such shares for exchange pursuant to this Exchange Offer, may also be withdrawn at any time after the expiration of 40 business days from the commencement of this Exchange Offer. Once 3M accepts 3M common stock for exchange pursuant to this Exchange Offer, your tender is irrevocable.

If you hold shares of 3M common stock represented by units in the 3M stock fund through the 3M Savings Plans, you or the investment fiduciary of the 3M stock fund under such plan, as applicable, shall direct the trustee of such plan that all, some or none of the shares of 3M common stock held in your 3M Savings Plan account be exchanged.

No appraisal rights are available to holders of 3M common stock in connection with this Exchange Offer or any Clean-Up Spin-Off (in the event this Exchange Offer is not fully subscribed) of shares of Garden SpinCo common stock. If this Exchange Offer were to be terminated by 3M without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), no appraisal rights would be available to holders of 3M common stock in the spin-off of shares of Garden SpinCo common stock.

any, will be announced by 3M. Any 3M stockholder who validly tenders (and does not properly withdraw) shares of 3M common stock accepted for exchange in this Exchange Offer will with respect to such shares waive their rights to receive, and forfeit any rights to, shares of Garden SpinCo common stock distributed in the Clean-Up Spin-Off.

Upon consummation of this Exchange Offer, 3M will deliver to the Distribution Exchange Agent a book-entry authorization representing (a) all of the shares of Garden SpinCo common stock being exchanged in this Exchange Offer, with instructions to hold the shares of Garden SpinCo common stock as agent for the holders of shares of 3M common stock validly tendered and not properly withdrawn in this Exchange Offer and (b) in the case of a Clean-Up Spin-Off, if any, 3M stockholders whose shares of 3M common stock remain outstanding after the consummation of this Exchange Offer. Shares of Neogen common stock will be delivered following the effectiveness of the Merger, pursuant to the procedures determined by the Distribution Exchange Agent. See “Exchange Offer—Terms of This Exchange Offer—Exchange of Shares of 3M Common Stock.”

If this Exchange Offer is terminated by 3M without the exchange of shares, but the conditions to consummation of the Transactions have otherwise been satisfied, 3M intends to distribute all shares of Garden SpinCo common stock owned by 3M on a pro rata basis to holders of 3M common stock, with a record date to be announced by 3M.

Neogen Corporation, which we refer to as Neogen, is a Michigan corporation incorporated in 1981. Neogen common stock is listed on Nasdaq under the symbol “NEOG.” Neogen and its subsidiaries develop, manufacture and market a diverse line of products and services dedicated to food and animal safety. Neogen’s Food Safety segment consists primarily of diagnostic test products and complementary products (e.g., culture media) sold to food producers and processors to detect dangerous and/or unintended substances in human food and animal feed, such as foodborne pathogens, spoilage organisms, natural toxins, food allergens, genetic modifications, ruminant by-products, meat speciation, drug residues, pesticide residues and general sanitation concerns. Neogen’s Animal Safety segment is engaged in the development, manufacture, marketing and distribution of veterinary instruments, pharmaceuticals, vaccines, topicals, diagnostic products, rodenticides, cleaners, disinfectants, insecticides and genomics testing services for the worldwide animal safety market. For more information on Neogen, see “Information About Neogen and Merger Sub.”

Nova RMT Sub, Inc., which we refer to as Merger Sub, is a wholly owned subsidiary of Neogen that was incorporated in the State of Delaware on December 10, 2021, for the purposes of merging with and into Garden SpinCo in the Merger. Merger Sub has not carried on any activities other than in connection with the Merger Agreement. For more information on Merger Sub, see “Information About Neogen and Merger Sub.”

3M Company, which we refer to as 3M, is a Delaware corporation incorporated in 1929 to continue operations begun in 1902. 3M common stock is listed on the NYSE under the symbol “MMM.” 3M is a diversified technology company with a global presence in the following businesses: Safety and Industrial; Transportation and Electronics; Health Care; and Consumer. 3M is among the leading manufacturers of products

for many of the markets it serves. Most 3M products involve expertise in product development, manufacturing and marketing, and are subject to competition from products manufactured and sold by other technologically oriented companies. For more information on 3M, see “Information About 3M.”

Garden SpinCo Corporation, which we refer to as Garden SpinCo, a wholly owned subsidiary of 3M, was incorporated in the State of Delaware on December 10, 2021, to own and operate 3M’s Food Safety Business. In connection with the Transactions, among other things, 3M will cause specified assets and liabilities used in the Food Safety Business to be conveyed to Garden SpinCo in exchange for the issuance to 3M of Garden SpinCo common stock and the SpinCo Cash Payment. For more information on the Food Safety Business, see “Information About the Food Safety Business.”

The Food Safety Business is a global leader in food safety solutions, protecting the health of consumers and the brands of its customers by providing cost-effective solutions in detecting food contamination in commercial food products. The Food Safety Business's products include (1) indicator testing products, such as 3M™ Petrifilm™ brand products to enable customers to detect organisms of interest for food processors using culture film plates, (2) hygiene monitoring products to enable customers to verify the cleanliness of processing equipment and surfaces, such as Clean-Trace™ solutions, (3) sample handling solutions, (4) pathogen detection products, such as the 3M™ Molecular Detection System and (5) allergen testing products.

The Food Safety Business has been historically managed as part of 3M’s Healthcare Business Group, and has historically utilized 3M's global manufacturing network. None of 3M's manufacturing locations, other than the Bridgend, United Kingdom facility, will transfer in connection with the Transactions, and following the Closing Neogen will rely for a period on 3M’s performance under the Transition Contract Manufacturing Agreement and Transition Distribution Services Agreement to manufacture and distribute most of the Food Safety Business’s products while Neogen establishes alternative manufacturing locations and transitions and integrates the Food Safety Business. Neogen currently anticipates that it will take up to four years and will cost Neogen up to approximately $80 million to establish alternative manufacturing locations as it integrates the Food Safety Business. For more information on the Food Safety Business, see “Information About the Food Safety Business.”

On December 13, 2021, 3M, Garden SpinCo, Neogen and Merger Sub entered into the Merger Agreement and 3M, Garden SpinCo and Neogen entered into the Separation Agreement, pursuant to which Neogen will combine with 3M’s Food Safety Business. As a result of and immediately following the Transactions, Garden SpinCo stockholders will own, in the aggregate, approximately 50.1% of the issued and outstanding shares of Neogen common stock and pre-Merger Neogen shareholders will own, in the aggregate, approximately 49.9% of the issued and outstanding shares of Neogen common stock. 3M stockholders that do not participate in this Exchange Offer will retain the shares of 3M common stock that they held prior to the Merger.

In connection with the Transactions, 3M, Neogen and Garden SpinCo have entered into the Separation Agreement to effect the Separation and the Asset Purchase Agreement to effect the direct sale of certain assets and liabilities related to the Food Safety Business from 3M or its subsidiaries to Neogen or its subsidiaries. The parties have entered into or will enter into several other agreements to provide a framework for their relationship after the Distribution and the Merger. These agreements provide for the allocation between 3M, on the one hand, and Garden SpinCo and Neogen, on the other hand, of certain assets, liabilities and obligations related to the Food Safety Business and will govern the relationship between 3M, Garden SpinCo and Neogen after the Distribution and the Merger. In connection with the Transactions:

Below is a step-by-step list illustrating the sequence of material events relating to the Reorganization, the Distribution and the Merger. Each of these events is discussed in more detail elsewhere in this prospectus. Neogen and 3M anticipate that the Reorganization, the Distribution and the Merger will occur in the following order:

Step 1: Prior to the date of the Distribution (described in Step 3 below), 3M, Garden SpinCo and certain of each of their subsidiaries will engage in a series of actions, which may include transfers of securities, formation of new entities or other actions, to effect an internal restructuring in order to separate the Food Safety Business from the other businesses of 3M. These internal restructuring actions, as contemplated by the Separation Agreement and the Separation Step Plan, together with the actions described in Step 2 below, are referred to as the Reorganization. In connection with the Reorganization, and in partial consideration for the transfer of the Food Safety Business’s assets to Garden SpinCo, Garden SpinCo will (a) issue to 3M any additional shares of Garden SpinCo common stock required such that the number of shares of Garden SpinCo common stock held by 3M shall be equal to the number of shares required to effect the Distribution (described in Step 3 below), (b) make the SpinCo Cash Payment and (c) issue to 3M any SpinCo Exchange Debt.

Step 2: On or around the Distribution Date (described in Step 3 below), but prior to the Merger, to the extent not previously effected pursuant to Step 1, (a) 3M and certain 3M subsidiaries will transfer to Garden SpinCo or a Garden SpinCo designee certain assets related to the Food Safety Business and certain liabilities related to the Food Safety Business, and (b) if needed, Garden SpinCo and certain Garden SpinCo subsidiaries will transfer to 3M or a 3M designee assets and liabilities that do not form part of the Food Safety Business. Also on or around the Distribution Date, 3M or certain of its subsidiaries will transfer certain assets and liabilities related to the Food Safety Business directly to Neogen or its subsidiaries pursuant to the Asset Purchase Agreement.

Step 3: On the closing date of the Merger, but prior to the Merger, 3M will distribute 100% of the shares of Garden SpinCo common stock to 3M stockholders. If this Exchange Offer is consummated, but this Exchange Offer is not fully subscribed because fewer than all shares of Garden SpinCo common stock owned by 3M are exchanged, the remaining shares of Garden SpinCo common stock owned by 3M will be distributed in the Clean-Up Spin-Off to 3M stockholders whose shares of 3M common stock remain outstanding after consummation of this Exchange Offer. If this Exchange Offer is terminated by 3M without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), 3M intends to distribute all shares of Garden SpinCo common stock owned by 3M on a pro rata basis to holders of 3M common stock, with a record date to be announced by 3M. See “—The Separation—The Distribution—Exchange Offer and Split-Off.” The date on which the Distribution occurs is referred to as the Distribution Date.

3M will deliver to the Distribution Exchange Agent, for the account of the relevant 3M stockholders, the book-entry authorizations representing all of the outstanding shares of Garden SpinCo common stock being distributed in the Distribution. The Distribution Exchange Agent will hold such shares for the account of the relevant 3M stockholders, pending the consummation of the Merger. Shares of Garden SpinCo common stock will not be able to be transferred during this period.

Step 4: In the Merger, Merger Sub will be merged with and into Garden SpinCo, with Garden SpinCo surviving as a wholly owned subsidiary of Neogen. In the Merger, each outstanding share of Garden SpinCo common stock (except for the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of Neogen common stock equal to the Exchange Ratio, together with cash in lieu of any fractional shares of Neogen common stock.

Immediately after the consummation of the Merger, Garden SpinCo stockholders will own, in the aggregate, approximately 50.1% of the issued and outstanding shares of Neogen common stock and pre-Merger Neogen shareholders will own, in the aggregate, approximately 49.9% of the issued and outstanding shares of Neogen common stock.

Step 5: The Merger Exchange Agent will distribute to Garden SpinCo stockholders shares of Neogen common stock in the form of a book-entry authorization and, if applicable, cash in lieu of any fractional shares of Neogen common stock to which such holders would otherwise have been entitled (after aggregating all fractional shares that would have otherwise been issuable to each stockholder), without interest, in an amount equal to such stockholder’s pro rata fractional interest in the net cash proceeds resulting from the Merger Exchange Agent’s sale of all such fractional shares on the open market at then-prevailing prices.

Step 6: On or around the effective time of the Merger, 3M and Neogen will complete the sale of certain assets and liabilities of the Food Safety Business directly from certain subsidiaries of 3M to certain subsidiaries of Neogen for cash in lieu of such assets and liabilities being transferred to Garden SpinCo in connection with the Contribution.

Set forth below are diagrams that graphically illustrate, in simplified form, the existing corporate structure of the parties to the Transactions, the corporate structure of the parties immediately following the Distribution but before the Merger, and the final corporate structure immediately following the consummation of the Merger. The diagrams below assume a split-off with no subsequent Clean-Up Spin-Off.

As part of the Reorganization and prior to the Distribution, to the extent not previously effected pursuant to an internal restructuring, (a) 3M and certain 3M subsidiaries will transfer to Garden SpinCo certain assets related to the Food Safety Business and certain liabilities related to the Food Safety Business, and (b) if needed, Garden SpinCo and certain Garden SpinCo subsidiaries will transfer to 3M or a 3M designee assets that do not form part of the Food Safety Business and liabilities excluded from the Food Safety Business, in order to separate the Food Safety Business from 3M’s other businesses prior to the Distribution.

In addition to the assets and liabilities of the Food Safety Business that will be transferred to Garden SpinCo or its subsidiaries in connection with the Reorganization (and that will therefore become assets and liabilities of Neogen as a result of the Distribution and Merger), on or around the Closing Date and pursuant to the transactions contemplated by the Asset Purchase Agreement, certain subsidiaries of 3M will directly transfer certain other assets and liabilities related to the Food Safety Business (and which are reflected in the historical financial statements of the Food Safety Business and pro forma financial information included elsewhere in this prospectus) to Neogen or its applicable subsidiaries. The transactions contemplated by the Asset Purchase Agreement form part of the series of transactions related to the acquisition of the Food Safety Business by Neogen and are conditioned on the occurrence of the Distribution and the Merger.

in the Distribution will not be required to pay for the shares of Neogen common stock that they will be entitled to receive in the Merger. 3M stockholders that do not participate in this Exchange Offer will retain the shares of 3M common stock that they held prior to the Distribution.

Neogen retained Centerview Partners LLC, which we refer to as Centerview, as financial advisor in connection with the Transactions. In connection with this engagement, the Neogen board requested that Centerview evaluate the fairness, from a financial point of view, to Neogen of the Exchange Ratio provided for pursuant to the Merger Agreement. On December 13, 2021, Centerview rendered to the Neogen board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated December 13, 2021 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Exchange Ratio provided for pursuant to the Merger Agreement was fair, from a financial point of view, to Neogen.

The full text of Centerview’s written opinion, dated December 13, 2021, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex D and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Neogen board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transactions and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to Neogen of the Exchange Ratio provided for pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement, the other Transaction Documents or the Transactions and does not constitute a recommendation to any shareholder of Neogen or any other person as to how such shareholder or other person should vote with respect to the Merger or otherwise act with respect to the Transactions or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

Effective as of the effective time of the Merger, the size of the Neogen board will be increased to 10 directors, and two individuals designated by 3M and reasonably acceptable to Neogen will be appointed to the board. The Merger Agreement provides that the individuals designated by 3M must be independent under the rules and regulations of Nasdaq and reasonably acceptable to Neogen, taking into account their skills and background and the composition and diversity of the Neogen board. The Neogen board is divided into three classes with staggered 3-year terms. The 3M designees will each be appointed to a different class on the Neogen board. If the initial term of any 3M designee expires at the first or second annual meeting of Neogen shareholders following the closing of the Transactions, Neogen has agreed to include such 3M designee in the slate of nominees that is recommended by the Neogen board to Neogen’s shareholders for election at such annual meeting. See “The Transaction Agreements—The Merger Agreement—Post-Closing Neogen Board of Directors and Officers.”

Neogen’s current Chief Executive Officer and President, John Adent, will continue to lead the combined company, together with Neogen’s existing senior executive team. Prior to and after the completion of the Transactions, Neogen’s Chief Executive Officer and President will continue to have principal responsibility in the appointment of Neogen’s senior executive team and determining their roles, titles and responsibilities.

The directors and executive officers of 3M and Garden SpinCo will receive no extra or special benefit that is not shared on a pro rata basis by all other Garden SpinCo stockholders in connection with the Transactions. None of 3M’s or Garden SpinCo’s directors will receive any severance or other additional compensation as a result of the Transactions. As of the date of this prospectus, 3M's and Garden SpinCo's directors and executive officers do not have any financial interests in the Transactions that are different from, or in addition to, the financial interests of 3M's stockholders generally. As with all 3M stockholders, if a director or executive officer

of 3M or Garden SpinCo owns shares of 3M common stock, such person may participate in the Exchange Offer on the same terms and conditions as other 3M stockholders. As of July 22, 2022, 3M’s directors and executive officers beneficially owned less than 1% of the outstanding shares of 3M common stock. All of Garden SpinCo’s outstanding common stock is currently owned directly by 3M.

Certain of Neogen’s directors and executive officers may have interests in the Transactions that may be different from, or in addition to, the interests of Neogen’s shareholders generally. By virtue of continuing to serve on the Neogen board following the Transactions, Neogen's directors may have different interests in the Transactions than the interests of Neogen's shareholders generally. Similarly, by virtue of continuining to serve as executive officers of Neogen following completion of the Transactions, Neogen’s executive officers may have interests in the Transactions that are different than the interests of Neogen shareholders generally, including that Neogen’s executive officers may in the future receive increased compensation reflective of their increased responsibilities and the larger scale and complexity of their roles with respect to the combined company.

As of the date of this prospectus, Neogen's directors and executive officers do not have any financial interests in the Transactions that are different from, or in addition to, the financial interests of Neogen's shareholders generally. As with all Neogen shareholders, Neogen's directors and executive officers may benefit from the Transactions as a result of their ownership of Neogen common stock, including any shares of Neogen common stock underlying retention equity award grants made in connection with the Transactions and other Neogen equity-based awards. As of July 22, 2022, the latest practicable date prior to the date hereof, Neogen's directors and executive officers beneficially owned, in the aggregate, less than 1% of the outstanding shares of Neogen common stock.

Under the terms of the Merger Agreement, Neogen is required to call a meeting of its shareholders for the purpose of voting upon the issuance of shares of Neogen common stock in the Merger and obtaining approval of the Neogen Charter Amendment Proposal and the Neogen Bylaw Board Size Proposal, as promptly as reasonably practicable following the date on which the SEC has declared effective the registration statement on Form S-4 being filed by Neogen to register the shares of Neogen common stock that will be issued in the Merger.

In connection with the special meeting of its shareholders, and in order to provide Neogen shareholders with additional information and to seek approval of these matters, Neogen will prepare and deliver a proxy statement to its shareholders in accordance with applicable law and its organizational documents.

Approval of the Share Issuance Proposal will require the affirmative vote of a majority of the total votes cast by the holders of Neogen common stock entitled to vote thereon. Approval of the Neogen Charter Amendment Proposal and the Neogen Bylaw Board Size Proposal will each require the affirmative vote of a majority of the outstanding shares of Neogen common stock entitled to vote on the proposal at the Neogen shareholders’ meeting.

As of July 5, 2022, the record date for the Neogen special meeting, Neogen directors and executive officers and their affiliates were entitled to vote less than 1% of the outstanding shares of Neogen common stock. Neogen currently expects that all Neogen directors and executive officers will vote their shares in favor of the Share Issuance Proposal as well as the proposals to approve the Neogen Charter Amendment Proposal and Neogen Bylaw Board Size Proposal, although none of Neogen’s directors or executive officers have entered into an agreement requiring them to do so.

As of July 5, 2022, the record date for the Neogen special meeting, Garden SpinCo’s directors, executive officers and their affiliates were entitled to vote less than 1% of the outstanding shares of Neogen common stock.

No vote of 3M stockholders is required in connection with the Transactions. 3M, in its current capacity as the sole stockholder of Garden SpinCo, has adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger. No other vote or action with respect to the stockholders of Garden SpinCo is required in order for Garden SpinCo to effect the Merger, including no vote of 3M stockholders who receive shares of Garden SpinCo common stock in the Distribution.

Accounting Standards Codification Topic 805, Business Combinations, or ASC 805, requires the use of the acquisition method of accounting for business combinations. In applying the acquisition method, it is necessary to identify the accounting acquirer. In a business combination effected through an exchange of equity interests, such as the Merger, the entity that issues the interests (Neogen in this case) is generally the accounting acquirer. In identifying Neogen management as the accounting acquirer, Neogen management also considered the following: (1) Neogen’s current Chief Executive Officer and President will continue to lead the combined company, together with Neogen’s existing senior executive team; (2) the existing eight Neogen directors will continue to serve on the Neogen board, together with two new independent directors designated by 3M and reasonably acceptable to Neogen; (3) 3M will not hold any shares of Neogen following the Transactions, nor will 3M have any input on the strategic direction and management of Neogen following the Transactions; (4) while 3M stockholders who receive shares of Garden SpinCo common stock in the Distribution will, in the aggregate, hold approximately 50.1% of the total shares of Neogen outstanding following the Merger, no single shareholder or group of shareholders will hold a controlling interest; and (5) Neogen originally initiated discussions with 3M with respect to the Transactions. As a result of the identification of Neogen as the accounting acquirer, Neogen will record the business combination in its financial statements and will apply the acquisition method to account for the acquired assets and assumed liabilities of the Food Safety Business upon consummation of the Merger. 3M's election to distribute the shares of Garden SpinCo common stock in an Exchange Offer (including any Clean-Up Spin-Off) or by way of a pro-rata distribution does not impact Neogen's analysis of the accounting treatment of the Merger.

Neogen and 3M have each agreed to cooperate with each other and to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary to consummate the Merger and the transactions contemplated by the Transaction Documents as promptly as reasonably practicable (and in any event no later than the outside date), including obtaining all required regulatory approvals, subject to certain limitations. See “The Transaction Agreements—The Merger Agreement—Regulatory Matters.”

Under the HSR Act, the Merger may not be completed until the parties have filed notification and report forms with the Antitrust Division of the U.S. Department of Justice and the United States Federal Trade Commission, and the statutory waiting period of 30 calendar days has expired. Neogen and 3M filed the requisite notification and report forms on December 28, 2021. The waiting period expired at 11:59 p.m. Eastern Time on January 27, 2022. Additionally, it is a condition to the obligation of the parties to complete the Merger that Neogen and 3M obtain regulatory approval in Brazil. The parties submitted the requisite notification on January 12, 2022. CADE approved the transaction without restrictions on January 25, 2022 and the approval decision became final on February 11, 2022.

Notwithstanding the expiration of the waiting period under the HSR Act and the receipt of approval from CADE, antitrust or competition authorities could take such action under applicable antitrust or competition laws at any time before or after the consummation of the Merger as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger.

In connection with the entry into the Merger Agreement and the Separation Agreement, Garden SpinCo entered into the Debt Commitment Letter with the Commitment Parties (as defined below) pursuant to which such parties committed to provide the Financing in connection with the Transactions. Garden SpinCo and Neogen expect the SpinCo Cash Payment from Garden SpinCo to 3M to be funded with proceeds from the Permanent Financing in an aggregate principal amount of up to $1.0 billion in lieu of the bridge facility under the Debt Commitment Letter. In connection with the Permanent Financing, on June 30, 2022, Garden SpinCo entered into the Senior Secured Credit Agreement, which provides for a term loan facility in an aggregate principal amount of $650.0 million and a $150.0 million revolving credit facility. Separately, on July 20, 2022, Garden SpinCo consummated an offering of $350.0 million aggregate principal amount of Notes. See the section entitled “Additional Agreements Related to the Separation, the Distribution and the Merger-Debt Financing Agreements” for a description of the material terms of the Senior Secured Credit Agreement and the Notes that are expected to comprise the Permanent Financing. If any portion of the Permanent Financing is unavailable on or prior to the

date of the SpinCo Cash Payment, the applicable portion of the SpinCo Cash Payment may instead be funded with proceeds from alternative financing.

The consummation of the Distribution (which includes this exchange offer) is conditioned upon, among other things, the receipt of the IRS Ruling and the Distribution Tax Opinion (as defined in “Material U.S. Federal Income Tax Consequences of the Distribution and the Merger—Treatment of the Distribution”).

If 3M receives the IRS Ruling and the Distribution Tax Opinion to the effect that the Distribution, together with certain related transactions, qualifies as a “reorganization” for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, and the IRS Ruling and the Distribution Tax Opinion continue to be valid and in full force and effect, then, in general, for U.S. federal income tax purposes, no gain or loss will be recognized by, and no amount will be included in the income of, U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences of the Distribution and the Merger”) of 3M common stock upon the receipt of Garden SpinCo common stock in this exchange offer or in any pro rata distribution of Garden SpinCo common stock distributed to holders of 3M common stock if this exchange offer is undersubscribed (or if 3M determines not to consummate the exchange offer).

The consummation of the Merger is conditioned upon the IRS Ruling continuing to be valid and in full force and effect, as well as the receipt by 3M and Neogen of opinions from Wachtell Lipton and Weil, respectively, to the effect that the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. On the basis that the Merger so qualifies, in general, for U.S. federal income tax purposes, no gain or loss will be recognized by, and no amount will be included in the income of, U.S. Holders of Garden SpinCo common stock upon the receipt of shares of Neogen common stock in the Merger, except for any gain or loss recognized with respect to cash received in lieu of a fractional share of Neogen common stock.

If 3M waives receipt of the Distribution Tax Opinions, IRS Ruling or certain tax rulings issued by the Swiss tax authorities, 3M will evaluate the appropriate facts and circumstances at that time and make such additional disclosure and take such other actions, including extension of the Exchange Offer, as may be required by applicable law. See “Exchange Offer-Terms of This Exchange Offer-Extension; Termination; Amendment.”

Tax matters are complicated and the tax consequences of the Distribution, Merger and related transactions to you will depend on the facts of your own situation. You should read the summary in “Material U.S. Federal Income Tax Consequences of the Distribution and the Merger” and consult your own tax advisor for a full understanding of the tax consequences to you of the Distribution, Merger and related transactions.

There are a number of risks that 3M stockholders and Neogen shareholders should consider in connection with the Transactions. These risks are discussed more fully in “Risk Factors.” Any of these risks could materially adversely affect the business, financial condition and results of operations of Neogen, the Food Safety Business or the combined company and the actual outcome of matters as to which forward-looking statements are made in this prospectus. These risks include, but are not limited to, the following:

Since March 25, 2022, seven purported stockholders of Neogen filed securities lawsuits in the United States District Courts for the Southern District of New York, the Eastern District of New York, the Eastern District of Pennsylvania, and the District of Delaware, captioned Snyder v. Neogen Corp., et al., 1:22-cv-02440 (S.D.N.Y. Mar. 25, 2022); Hopkins v. Neogen Corp., et al., 1:22-cv-01815 (E.D.N.Y. Mar. 31, 2022); Waterman v. Neogen Corp., et al., 2:22-cv-01251 (E.D. Pa. Apr. 1, 2022); Stein v. Neogen Corp., et al., 1:22-cv-02683 (S.D.N.Y. Apr. 1, 2022); Leja v. Neogen Corp., et al., 1:22-cv-01841 (E.D.N.Y. Apr. 1, 2022); Pardo v. Neogen Corp., et al., 1:22-cv-00435 (D. Del. Apr. 1, 2022); and Lawrence v. Neogen Corp., et al., 1:22-cv-06232 (S.D.N.Y. July 22, 2022) (collectively, the “Actions”). The Actions name Neogen and the members of the Neogen board as defendants. The Actions assert claims under Section 14(a) and 20(a) of the Exchange Act, and allege that the preliminary proxy statement filed by Neogen with the SEC on March 18, 2022 in connection with the proposed Transactions contains alleged material misstatements or omissions. The Actions seek, among other things, to enjoin the defendants from proceeding with, consummating or closing the Transactions, rescissory damages should the transaction not be enjoined, and an award of attorneys’ and experts’ fees. On June 16, 2022, Leja v. Neogen Corp., et al. was voluntarily dismissed, and on June 21, 2022, Pardo v. Neogen Corp., et al. was voluntarily dismissed. The defendants believe that the allegations in the Actions are without merit. If additional similar complaints are filed, absent new or different allegations that are material, Neogen will not necessarily announce such filings.

The following table also presents certain non-GAAP financial information of the Food Safety Business. See “Non-GAAP Financial Measures” for further details.

The following table presents summary historical consolidated financial information of 3M. The summary historical consolidated financial information of 3M for each of the six months ended June 30, 2022 and June 30, 2021 and the summary historical consolidated balance sheet data as of June 30, 2022 have been derived from 3M's unaudited consolidated financial statements as of and for the six months ended June 30, 2022 and June 30, 2021 contained in 3M's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, which is incorporated by reference in this prospectus. The summary historical consolidated financial information of 3M for the years ended December 31, 2021, 2020 and 2019 and as of December 31, 2021 and 2020 have been derived from 3M’s audited consolidated financial statements and related notes contained in the Annual Report on Form 10-K for the year ended December 31, 2021 (as updated by the audited consolidated financial statements and related notes contained in the Form 8-K filed on April 26, 2022), which is incorporated by reference in this prospectus. The summary historical consolidated financial information should be read in conjunction with the consolidated financial statements of 3M and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in 3M’s annual report on Form 10-K for the year ended December 31, 2021 and such section as updated by 3M's Form 8-K filed on April 26, 2022, each of which is incorporated by reference into this prospectus. For more information, see the section entitled “Where You Can Find Additional Information; Incorporation by Reference.”

quarter ended February 28, 2022, to the relevant financial information for the fiscal year ended May 31, 2021, and subtracting the relevant financial information for the nine months ended February 28, 2021. As Neogen’s fiscal year ends on May 31, the presentation of this twelve months ended February 28, 2022 information is not made in accordance with GAAP. These twelve months ended February 28, 2022 results are for illustrative purposes only. This data is presented as it is the basis for certain ratios and as adjusted financial information included in this prospectus that we believe is useful as supplemental measures for stockholders in assessing the impact of the Transactions and because such information was provided to participants in the Notes offering. This twelve months ended February 28, 2022 data is not necessarily indicative of the results that may be expected for any fiscal year, and should not be used as the basis for, or prediction of, an annualized calculation. See “Non-GAAP Financial Measures.”