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Common Stock, Par Value $.01 Per Share
True
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 11, 2019

 

 

 

3M Company

(Exact name of registrant as specified in its Charter)

 

 

 

Delaware   1-3285   41-0417775
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

3M Center, St. Paul, Minnesota   55144-1000
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (651) 733-1110

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, Par Value $.01 Per Share   MMM   New York Stock Exchange, Inc.
    MMM   Chicago Stock Exchange, Inc.
1.500% Notes due 2026   MMM26   New York Stock Exchange, Inc.
Floating Rate Notes due 2020       New York Stock Exchange, Inc.
0.375% Notes due 2022   MMM22A   New York Stock Exchange, Inc.
0.950% Notes due 2023   MMM23   New York Stock Exchange, Inc.
1.750% Notes due 2030   MMM30   New York Stock Exchange, Inc.

 

Note: The common stock of the Registrant is also traded on the SWX Swiss Exchange.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

 

 

 

 

 

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).

 

2

 

 

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

 

3

 

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