UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 2.01. Completion of Acquisition or Disposition of Assets
On October 11, 2019 (the “Closing Date”), 3M Company, a Delaware corporation (the “Company”), completed the acquisition of Acelity, Inc., a Delaware corporation (“Acelity”) from Acelity L.P. Inc., a Guernsey limited partnership (“Seller”). Pursuant to the Stock Purchase Agreement dated as of May 1, 2019, by and among Seller, Acelity and the Company (the “Stock Purchase Agreement”), the Company acquired all of the outstanding shares of the capital stock of Acelity for aggregate cash consideration of approximately $4.511 billion, subject to certain adjustments.
The foregoing description of the Stock Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 2, 2019, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On October 11, 2019, the Company issued a press release announcing the completion of the acquisition of Acelity as contemplated by the Stock Purchase Agreement. A copy of that press release is being furnished herewith as Exhibit 99.1.
This information is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall this information be deemed incorporated in any filings made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release, dated October 11, 2019. | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 11, 2019 | 3M Company | |
By: | /s/ Ivan K. Fong | |
Ivan K. Fong | ||
Senior Vice President, General Counsel and Secretary |
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