2006/11/9 3M

3M Reaches Agreements to Sell its Pharmaceuticals Business

3M announced today that it has entered into agreements to sell its global branded pharmaceuticals business for approximately $2.1 billion in the following regions:

Graceway Pharmaceuticals Inc. has agreed to acquire 3Ms pharmaceutical operations in the United States, Canada, and Latin America region for $875 million.
Meda AB has agreed to acquire 3Ms pharmaceutical business in Europe for $857 million. The agreement will be implemented by each 3M subsidiary subject to compliance with third party notice and approval requirements.
Ironbridge Capital and Archer Capital have agreed to acquire 3Ms pharmaceutical operations in the Asia Pacific region, including Australia and South Africa for $349 million.
The agreements are the result of a review of strategic options for the branded pharmaceuticals business and its
immune response modifier (IRM) platform that 3M announced in April. Under the agreements, the purchasers will acquire regional marketing and intellectual property rights for 3Ms well-known branded pharmaceuticals, including Aldara, Difflam, Duromine, Tambocor, Maxair, Metrogel-Vaginal and Minitran. 3Ms Drug Delivery Systems Division will be a source of supply to the acquiring companies for the products. As part of the transaction, Graceway Pharmaceuticals also will acquire the rights to certain IRM molecules.

3M Businesses
3M serves customers through six business segments, which increase speed and efficiency by sharing technological, manufacturing, marketing and other resources.

These six businesses are:
Consumer and Office Business
With powerful brands, innovative products and a global presence, we make life easier and more productive for consumers and office workers around the world.

Display and Graphics Business
Drawing on 3M's technology platforms, we provide products - display enhancement films, reflective materials, eye-catching graphics and more - that people around the world rely on every day.

Electro and Communications Business
We turn 3M technology into solutions for customers in electrical, electronics and communications markets around the world. We contribute to reliable sources of electrical power, high-performance electronic devices, and speedy and dependable telecommunications networks globally.

Health Care Business
Every day, we help improve the quality of care provided by health care professionals throughout the world. Our innovative products and services also make the delivery of patient care more affordable.

Industrial and Transportation Business
We're a global leader in tapes, abrasives, adhesives, specialty chemicals, filtration systems, and software for supply chain management. We also serve the transportation market with products for the manufacture, repair and maintenance of autos, aircraft, boats and other vehicles.

Safety, Security and Protection Services Business
Our products increase the safety, security and productivity of people, facilities and systems around the world. We
re also a leading supplier of roofing granules for asphalt shingles.

Immune Response Modifier (IRM)

3M Pharmaceuticals has a rich product development pipeline based on the Immune Response Modifier (IRM) technology platform. The IRMs are a class of unique, proprietary synthetic molecules developed by 3M Pharmaceuticals that have a broad range of potential therapeutic applications, including promising treatments for a variety of viruses and tumors.

Mechanism of Action
The IRMs are a new class of drug. They act by stimulating the body to produce cytokines, naturally occurring proteins used by cells of the immune system to communicate with each other. The cytokines induced by IRMs enhance cell-mediated immunity, a natural process by which the body controls or eliminates virus infected cells and tumor cells. Because the IRMs assist the immune system - rather than target specific viruses or tumors - they have potential uses in a wide variety of diseases. The IRMs can be formulated into many dose forms, each appropriate for a specific disease.

2007/5/7 日本経済新聞夕刊

車用素材 米3M、日本に拠点 来年にも トヨタなどと開発




July 26, 2022 

3M Announces Plans to Create Long Term Value Through Spin-Off of Health Care Business

  • New 3M will remain a leading global material science innovator serving diverse end markets, with science and technology, manufacturing, global capabilities, and iconic brands
  • Standalone Health Care business will be a leading global diversified healthcare technology company focused on wound care, oral care, healthcare IT, and biopharma filtration
  • Tax-free transaction expected to be completed by year-end 2023
  • 3M intends to complete the previously announced separation of Food Safety business through a split-off transaction with a targeted closing date of September 1, 2022, subject to certain conditions

3M today announced its intent to spin off its Health Care business, resulting in two world-class public companies well positioned to pursue their respective growth plans.  The New 3M will remain a leading global material science innovator serving customers across a range of industrial and consumer end markets, and Health Care will be a leading global diversified healthcare technology company focused on wound care, healthcare IT, oral care, and biopharma filtration.

"Today's actions advance our ability to create value for customers and shareholders," said 3M chairman and chief executive officer Mike Roman. "Disciplined portfolio management is a hallmark of our growth strategy. Our management team and board continually evaluate the strategic options that will best drive long term sustainable growth and value. The decision to spin off our Health Care business will result in two well-capitalized, world-class companies, well positioned to pursue their respective priorities."

As leading standalone companies, each is expected to benefit from:

  • Enhanced agility and focus to better position for long term success;
  • Ability to tailor capital allocation strategies and make company-specific investment decisions to drive innovation and growth;
  • Compelling investment profiles appealing to different investor bases; and,
  • Distinct boards and management teams comprised of world-class leaders with relevant expertise and track records driving value creation.

New 3M: A Leading Global Material Science Innovator

New 3M, with $26.8 billion in sales in 2021, will remain a leading global material science innovator, powered by an operating model rooted in science and technology, manufacturing, global capabilities, and iconic brands. The company will continue to leverage its unique and differentiated innovation to capitalize on customer opportunities aligned with key global megatrends such as electronics, safety, mobility, digitization, home improvement, and sustainability.

New 3M expects to continue to deliver profitable growth, generate robust cash flow, and return capital to shareholders while maintaining a strong balance sheet. New 3M will continue to prioritize strategic opportunities, including investments in growth, productivity, and sustainability while maintaining a proactive approach to portfolio management. 3M anticipates that there will be no changes to the Company's capital allocation priorities through the completion of the separation.

Health Care: A Leading Global Diversified Health Care Technology Company

Health Care, with approximately $8.61 billion in sales in 2021, will be a diversified healthcare technology leader with a deep and diverse portfolio of trusted brands, global capabilities, and leadership in attractive end market segments such as wound care, oral care, healthcare IT, and biopharma filtration. Health Care will be better positioned to deliver industry-leading innovation that enables better, smarter, and safer healthcare for patients worldwide.

Health Care will focus on growth, grounded in its strong track record of profitability. With robust cash flow generation, Health Care will be well positioned to pursue its strategic objectives.

Transaction Details

Health Care is currently expected to be spun off with net leverage of approximately 3.0x – 3.5x EBITDA and to be positioned for rapid deleveraging. Additionally, New 3M expects to retain a stake of 19.9% in Health Care, which will be monetized over time.

The spin-off is intended to be tax-free for U.S. federal income tax purposes. The Company expects to complete the transaction by year-end 2023. The transaction is subject to satisfaction of customary conditions, including final approval from the 3M Board of Directors, filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, receipt of a tax opinion, receipt of a private letter ruling from the Internal Revenue Service, satisfactory completion of financing, and receipt of other regulatory approvals.

3M will retain responsibility for non-Health Care related litigation, including those related to Combat Arms Earplugs and PFAS.