3M board approves spinoff of Solventum, sets April 1 distribution date

3M (MMM) 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 and has applied to list on the New York Stock Exchange as “SOLV.” 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, the record date for the distribution. The distribution is expected to occur prior to the opening of trading on April 1, 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 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. 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, and continuing through March 28, 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, 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. “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. 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,” said Mike Roman, 3M chairman and CEO.