Neogen Corporation · NASDAQ:NEOG
Neogen — Merger or Acquisition (December 2021)
24 slides from Neogen's merger presentation, Dec 14, 2021
Slide 1: Neogen to Combine with 3M's Food Safety Business
Neogen to Combine with 3M’s Food Safety Business December 14, 2021
Slide 2: Disclaimer
Disclaimer Cautionary Notes on Forward Looking Statements This communication includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation
Slide 3: Today's Presenters
Today’s Presenters John Adent Steve Quinlan Mojdeh Poul Chief Executive Officer Chief Financial Officer Group President, Health Care CEO of Neogen Since 2017 CFO of Neogen Since 2011 Group President of 3M Health Care Previously CEO of Patterson Animal Health Previously CFO of Detrex Corpor
Slide 4: Neogen and 3M Food Safety – A Compelling Combination
Neogen and 3M Food Safety – A Compelling Combination Creating a Global Leader in Food Security Neogen 3M Food Safety Combined Company Broader A leading pure play food security product offerings to enhance company, spanning food safety, A leader in food safety solutions customer solutions animal safe
Slide 5: Combined Company Well-Positioned to Address Global Food Security Challenges
Combined Company Well-Positioned to Address Global Food Security Challenges Serving Large and …With Attractive …Addressed by a Comprehensive Growing Markets… Long-Term Fundamentals… Offering of Global Solutions Market LT Growth Significant Tailwinds Product Mix Size Rate Increasing health consciou
Slide 6: Transaction Summary
Transaction Summary Neogen to combine with 3M's Food Safety business via a Reverse Morris Trust transaction – Combined enterprise value of ~$9.3 billion(1) Neogen shareholders and existing 3M shareholders to own 49.9% and 50.1% of the combined entity, respectively Structure & Implied enterpris
Slide 7: Combination Aligns With Neogen's Strategic & Financial Priorities
Combination Aligns With Neogen's Strategic & Financial Priorities 3M Food Safety Neogen's Mission Be a leading company in the development and marketing of solutions for food security Neogen's Vision Continue to play a key role in enhancing the safety, quality and quantity of the global food supply
Slide 8: Transaction Benefits for 3M and 3M Shareholders
Transaction Benefits for 3M and 3M Shareholders Combination creates a leading global innovator in food security to help customers protect manufacturing and delivery across the world’s food supply chain Enhanced geographic footprint, innovative product offerings and digitization capabilities, wit
Slide 9: 3M Food Safety At a Glance
3M Food Safety At a Glance Business Highlights Revenue Breakdown by Product A leading manufacturer of food safety solutions including Petrifilm TM, a globally recognized indicator testing product Allergen Testing Pathogen Detection <5% Diversified revenue base with 100,000+ end customers served
Slide 10: 3M Food Safety Product Offerings
3M Food Safety Product Offerings Indicator Hygiene Sample Pathogen Allergen Testing Monitoring Handling Detection Testing Revenue ~50% ~20% ~15% ~10% <5% Recurring revenue driven Contribution by >95% of revenues attributed to consumable products Consumables Hygiene monitoring and pathogen detection
Slide 11: Neogen At a Glance
Neogen At a Glance Business Highlights Revenue Breakdown A leading pure play food security company with By Product By Go-to-Market Strategy comprehensive product offerings spanning food safety, animal safety and genomics and deep customer Culture Media Genomics relationships across the globe ~10%
Slide 12: Neogen's Product Offerings
Neogen's Product Offerings Food Safety Animal Safety Genomics Protecting the Food Supply Ensuring Wellbeing of Livestock & Pets Improving Food Security Food safety products that reach all segments Develop solutions for animal protein, animal Develop solutions that allow protein producers of th
Slide 13: Neogen's Integrated Offering Covering the Food Security Chain
Neogen's Integrated Offering Covering the Food Security Chain Regulatory Focus Genomic Improvement Feed Production Biosecurity & Hygiene Food Security Agriculture and Diagnostic Farm Production Screening Consumer Processing Testing and Compliance 13
Slide 14: Key Attributes for the Combination
Key Attributes for the Combination Combination of complementary food safety businesses creates a leading global 1 pure play food security company with an expected ~$1 billion revenue trajectory(1) Expansive product solutions positions the combined company 2 to be a go-to solutions provider for a glo
Slide 15: Combined Company Well-Positioned to Address Global Food Security Challenges
1 Combined Company Well-Positioned to Address Global Food Security Challenges Neogen + 3M Food Safety Focus ~$1 billion(1) revenue pure play platform Product Offerings Strength across product offerings Global Presence Presence in >140 countries Serves customers around the world and across th
Slide 16: Expansive Product Offering
2 Expansive Product Offering Neogen 3M Food Safety Combined Company Culture Allergen Media Pathogen Testing Genomics Indicator Genomics Detection Testing Bacterial & <5% ~10% Animal ~10% ~20% Sanitation ~10% Sample Safety ~25% ~10% Handling ~20% % of ~15% % of Indicator % of ~50% Revenue ~15% Toxins
Slide 17: Complementary, Diverse, Blue Chip Customer Base
3 Complementary, Diverse, Blue Chip Customer Base Food & Beverage Contract Labs Other Deep relationships with a diverse group of customers across the world better served by the combined company 17
Slide 18: Robust Innovation Engine
4 Robust Innovation Engine Neogen 3M Food Safety Combined Company Long-Standing Combined 70+ Years of 35+ Years 35+ Years History of Innovation Industry-Defining Innovation Deeply ~110 Scientists & Engineers ~90 Scientists & Engineers ~200 Scientists & Engineers Experienced Team ~360 Granted Patents
Slide 19: Global Infrastructure to Capture the Growth Opportunity
5 Global Infrastructure to Capture the Growth Opportunity Scotland Bridgend Canada England Ireland Lansing United Expansion Italy States China Bridgend Facility New Lansing facility manufactures expansion for the India 3M Food Safety future production of Mexico hygiene monitoring PetriFilm TM Centra
Slide 20: Detailed Integration Plan in Place
5 Detailed Integration Plan in Place Signing Expected Closing (Today) (Calendar Q3 2022) Pre-Signing 35+ Years of Industry Experience and Phase I Phase II Comprehensive Due Diligence Drive “Day 1” Readiness Implement and Execute on 3M Food Safety Pre-Signing to Close Post Close Refine detailed integ
Slide 21: Strong Pro Forma Financial Profile
6 Strong Pro Forma Financial Profile Expected financial profile in the first full year post closing Neogen 3M Food Safety Combined Company Revenue Mid $500 million Mid $400 million ~$1 billion Adjusted Gross Margin % High 40% Low 60% Low 50% Adjusted EBITDA ~$125 million ~$175 million ~$300 million
Slide 22: Well-Positioned to Extend Strong Track Record of Growth
6 Well-Positioned to Extend Strong Track Record of Growth Neogen and 3M Food Safety Revenue Growth (FY2000 – FY2021) 22-Year CAGR: ~10% (largely organic) 22-Year CAGR: ~15% (organic + M&A) 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 N
Slide 23: Compelling Value Creation Expected Via Synergies
7 Compelling Value Creation Expected Via Synergies Comprehensive combined offering of food safety Cross-Sell solutions can be delivered to an aggregate Opportunities global customer base and enhance value through depth and breadth of the portfolio ~$15 million Growth EBITDA Contribution Synergies
Slide 24: Concluding Perspectives
Concluding Perspectives Combination of complementary food safety leaders creating a pure play food security company with ~$1 billion revenue trajectory Compelling product offering and footprint to address food security challenges globally and serve a diverse customer base Combined company expected t