This proxy statement relates to the special meeting of shareholders of Neogen Corporation (“Neogen”) to approve the proposals described herein in connection with the merger (the “Merger”) of Nova RMT Sub, Inc., a Delaware corporation, which is a wholly owned subsidiary of Neogen (“Merger Sub”), with and into Garden SpinCo Corporation, a Delaware corporation (“Garden SpinCo”), which is currently a wholly owned subsidiary of 3M Company (“3M”). Garden SpinCo was incorporated specifically for the purpose of holding 3M’s Food Safety Business (as defined in this proxy statement) in connection with the separation of the Food Safety Business from 3M and its combination with Neogen pursuant to the Merger. As a result of the Merger, Garden SpinCo will become a wholly-owned subsidiary of Neogen.

Garden SpinCo has filed a registration statement on Form S-4 and Form S-1 (Reg. No. 333-263669) to register the offer of shares of its common stock, par value $0.01 per share, which shares will be distributed to 3M’s stockholders pursuant to a split-off (together with a Clean-Up Spin-Off (as defined below) in the event the Exchange Offer (as defined below) is not fully subscribed or is terminated) or spin-off in connection with the Merger and the other transactions described in this proxy statement. Pursuant to that registration statement, 3M will offer its stockholders the option to exchange their shares of 3M common stock for shares of Garden SpinCo common stock in an exchange offer (the “Exchange Offer”). If the Exchange Offer is not fully subscribed because the number of shares of 3M common stock tendered and accepted in the Exchange Offer results in fewer than all of the shares of Garden SpinCo common stock being exchanged, then 3M will distribute the remaining shares of Garden SpinCo common stock owned by 3M on a pro rata basis to 3M stockholders whose shares of 3M common stock remain outstanding after consummation of the Exchange Offer (a “Clean-Up Spin-Off”). If 3M elects not to proceed with the Exchange Offer or terminates the Exchange Offer, all of the shares of Garden SpinCo common stock will be distributed to 3M stockholders in a spin-off. Immediately following the distribution, all of the shares of Garden SpinCo common stock (other than Merger Excluded Shares, as described herein) would be converted into shares of Neogen common stock in the Merger.

Neogen has filed a registration statement on Form S-4 (Reg. No. 333-263667) to register the shares of its common stock, par value $0.16 per share, that will be issued in the Merger.

As previously announced, on December 13, 2021, Neogen Corporation (“Neogen”) and 3M Company (“3M”) entered into certain definitive agreements pursuant to which Neogen and 3M agreed to combine 3M’s food safety business, which we refer to as the Food Safety Business, with Neogen through a “Reverse Morris Trust” transaction. These definitive agreements include (i) a Separation and Distribution Agreement, dated as of December 13, 2021, among 3M, Neogen and Garden SpinCo Corporation (“Garden SpinCo”), (ii) an Agreement and Plan of Merger, dated as of December 13, 2021, among Neogen, 3M, Garden SpinCo and Nova RMT Sub, Inc. (“Merger Sub”), and (iii) an Asset Purchase Agreement, dated as of December 13, 2021, between 3M and Neogen. These agreements provide for, among other things, for:

As a result of these transactions, Neogen will hold the Food Safety Business and pre-Merger Neogen shareholders will hold approximately 49.9% of the shares of Neogen common stock outstanding immediately following the Merger and 3M stockholders who receive shares of Garden SpinCo common stock will hold approximately 50.1% of the outstanding shares of Neogen common stock. It is expected that Neogen will issue approximately 108.2 million shares of Neogen common stock in connection with the Merger. Following the transactions, Neogen common stock will continue to be listed on the NASDAQ under the ticker symbol “NEOG.”

In connection with the proposed combination of the Food Safety Business and Neogen, Neogen will hold a special meeting of its shareholders at which Neogen shareholders will be asked to vote on proposals to approve:

NOTICE IS HEREBY GIVEN that Neogen Corporation, a Michigan corporation, which we refer to as Neogen, will hold a special meeting of shareholders on [•] at [•] a.m., Eastern time. The special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the special meeting online and vote your shares electronically at the meeting by visiting [•].

The completion of the Merger and the other transactions contemplated by the Merger Agreement are conditioned on the approval by Neogen shareholders of Proposal No. 1 (the Share Issuance Proposal), Proposal No. 2 (the Charter Amendment Proposal) and Proposal No. 3 (the Bylaw Board Size Proposal). If any of these proposals is not approved, the transactions necessary to combine the Food Safety Business of 3M Company and Neogen cannot be completed.

The Neogen Board of Directors has fixed the close of business on [•] as the record date for the special meeting. Only Neogen shareholders of record as of the record date are entitled to receive notice of, and to vote at, the special meeting or any adjournment thereof. A complete list of such shareholders will be available for inspection by any Neogen shareholder during the special meeting via the special meeting website at [•]. Neogen will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment thereof.

Your vote is very important. Whether or not you expect to attend the virtual special meeting, to ensure your shares are represented at the special meeting, we urge you to vote your shares by delivering a proxy as promptly as possible by (1) accessing the Internet site listed on the proxy card, (2) calling the toll-free number listed on the proxy card or (3) submitting your proxy card by mail by using the provided self-addressed, stamped envelope. If you hold your shares in “street name” through a broker, bank or nominee you will need to instruct your broker or nominee how to vote your shares in accordance with the voting instruction form provided to you.

This proxy statement incorporates important business and financial information about Neogen from documents filed with the Securities and Exchange Commission (“SEC”) that have not been included or delivered with this proxy statement. Copies of Neogen’s filings with the SEC are available to investors without charge upon request made to Neogen at the following contact information:

All information contained or incorporated by reference in this proxy statement with respect to Neogen, Merger Sub and their respective subsidiaries, as well as information about Neogen after the consummation of the Transactions, has been provided by Neogen. All other information contained or incorporated by reference in this proxy statement with respect to 3M, Garden SpinCo or their respective subsidiaries or businesses and with respect to the terms and conditions of 3M’s exchange offer has been provided by 3M.

The information included in this proxy statement regarding 3M’s Exchange Offer is being provided for informational purposes only and does not purport to be complete. For additional information on 3M’s Exchange Offer and the terms and conditions of 3M’s exchange offer, Neogen’s shareholders are urged to read, when available, Garden SpinCo’s registration statement on Form S-4 and Form S-1 (Reg. No. 333-263669), and any other documents Garden SpinCo or Neogen file with the SEC relating to the Transactions. This proxy statement constitutes only a proxy statement for Neogen shareholders relating to the special meeting and is not an offer to sell or a solicitation of an offer to purchase shares of Neogen common stock, 3M common stock or Garden SpinCo common stock.

The following are brief answers to some of the common questions that shareholders of Neogen may have regarding the transactions contemplated by the Merger Agreement, the Separation Agreement and the Asset Purchase Agreement, which provide for the combination of 3M’s Food Safety Business with Neogen, including, among other things, the Separation, the Distribution and the Merger. For more detailed information about the matters discussed in these questions and answers, see “The Transactions” beginning on page 80100 and “The Transaction Agreements” beginning on page 112173. These questions and answers are not meant to be a substitute for the information contained in the remainder of this proxy statement, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement. Shareholders of Neogen are urged to read this proxy statement in its entirety before making any decision. Additional important information is also contained in the annexes to this proxy statement. You should pay special attention to the “Risk Factors” beginning on page 2029 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 4049.

The consummation of the Transactions is subject to certain conditions, as described in this proxy statement, including: (i) the Reorganization and Distribution having taken place in accordance with the Separation Agreement; (ii) the effectiveness of Neogen’s registration statement registering the Neogen common stock to be issued pursuant to the Merger Agreement, and of Garden SpinCo’s registration statement registering the shares of Garden SpinCo common stock in connection with the Distribution; (iii) the approval for listing on Nasdaq of the shares of Neogen common stock to be issued in the Merger; (iv) approval of the Share Issuance Proposal, the Neogen Charter Amendment Proposal and the Neogen Bylaw Board Size Proposal by the requisite vote of Neogen’s shareholders; (v) obtaining antitrust or competition law regulatory approvals in certain jurisdictions; (vi) the consummation of the Debt Exchange or the implementation of an alternative structure; (vii) receipt by 3M of the Distribution Tax Opinions; (viii) receipt by 3M and Neogen of the Merger Tax Opinions; and (ix) receipt by 3M of the IRS Ruling and certain tax rulings issued by the Swiss tax authorities relating to certain aspects of the intended tax treatment of the Transactions. See “The Transaction Agreements—The Merger Agreement—Conditions to the Merger” and “The Transaction Agreements—The Separation Agreement—Conditions to the Distribution.” There is no assurance that these conditions will be met or that the Transactions will be completed on the terms or timeline currently contemplated, or at all.

If the Transactions are not completed for any reason, the price of Neogen common stock may decline. Neogen also could experience negative reactions from employees, customers, suppliers or other third parties if the Transactions are not completed. At the same time, Neogen management’s time and resources may have been spent on matters related to the Transactions that could otherwise have been committed to pursuing other opportunities available to Neogen that may have been beneficial to Neogen shareholders.

Neogen and 3M have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses related to the Transactions, including legal, advisory, printing and financial services fees related to the Transactions. These expenses must be paid regardless of whether the Transactions are consummated. Even if the Transactions are completed, any delay in the completion of the Transactions could diminish the anticipated benefits of the Transactions or result in additional transaction expenses, loss of revenue or other effects associated with uncertainty about the Transactions. If the Transactions are not consummated because the Merger Agreement is terminated, Neogen may be required under certain

Neogen expects that it will realize synergies, growth opportunities and other financial and operating benefits as a result of the Transactions. Neogen’s success in realizing these benefits, and the timing of their realization, depends, among other things, on the successful integration of the business operations of the Food Safety Business with Neogen. Even if Neogen is able to integrate the Food Safety Business successfully, Neogen cannot predict with certainty if or when these synergies, growth opportunities and other benefits will be realized, or the extent to which they will actually be achieved. For example, the benefits from the Transactions may be offset by costs incurred in integrating the Food Safety Business or in otherwise consummating the Transactions. Realization of any synergies, growth opportunities or other benefits could be affected by the factors described in other risk factors and a number of factors beyond Neogen’s control, including, without limitation, general economic conditions, increased operating costs and regulatory developments.

There is a significant degree of difficulty inherent in the process of integrating the Food Safety Business with Neogen. These difficulties include:

The process of integrating operations could result in significant costs and cause an interruption of, or loss of momentum in, the activities of the Food Safety Business or Neogen’s business. Members of Neogen’s senior management following the Transactions may be required to devote considerable amounts of time to this integration process, which could decrease the time they will have to manage the combined company’s business, serve the existing business or operations of Neogen or the Food Safety Business, or develop new products or strategies. If Neogen’s senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, the existing business of Neogen or the Food Safety Business could be materially adversely affected.

Neogen’s successful integration of the Food Safety Business cannot be assured. The failure to do so could have a material adverse effect on Neogen’s business, financial condition or results of operations after the Transactions.

The announcement and pendency of the Merger could disrupt Neogen’s business in negative ways. For example, customers and other third-party business partners of Neogen or the Food Safety Business could seek to terminate or renegotiate their relationships with Neogen or the Food Safety Business as a result of the Merger, whether

Neogen expects to incur significant one-time costs in connection with the Transactions. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Neogen whether or not the Merger is completed. A substantial majority of these one-time costs will be transaction-related fees and expenses and include, among others, fees paid to financial, legal and accounting and other professional advisors and transition and pre-Merger integration planning-related expenses. While Neogen expects to be able to fund these one-time costs using cash from operations and/or borrowings under existing and anticipated credit sources, these costs could negatively impact Neogen’s liquidity, cash flows and results of operations.

Certain provisions in the Merger Agreement could discourage a third party from submitting an alternative transaction proposal prior to the completion of the Transactions. The Merger Agreement generally prohibits Neogen from soliciting or engaging in discussions with respect to any acquisition proposal during the pendency of the Merger and Neogen must hold its shareholder meeting to vote on the Share Issuance Proposal, the Neogen Bylaw Board Size Proposal and the Neogen Charter Amendment Proposal even if an unsolicited acquisition proposal is received that the Neogen board determines is superior. In addition, the Merger Agreement obligates Neogen to pay 3M a termination fee in certain circumstances involving alternative acquisition proposals, which could deter third parties from proposing alternative acquisition proposals, including acquisition proposals that could result in greater value to Neogen shareholders than the Transactions, and the payment of the termination fee could adversely affect Neogen’s financial condition. In addition, certain provisions of the Tax Matters Agreement, which are intended to preserve the intended tax treatment of certain aspects of the Separation and the Distribution for U.S. federal income tax purposes, could discourage acquisition proposals for a period of time following the Transactions. Neogen currently expects to issue approximately 108.2 million shares of its common stock in connection with the Merger. See “The Transaction Agreements—The Merger Agreement—Board Recommendation.” Because Neogen will be a significantly larger company and have significantly more shares of common stock outstanding after the consummation of the Transactions, an acquisition of Neogen could become more expensive. As a result, some companies might not seek to acquire Neogen.

As described in “The Transaction Agreements—The Separation Agreement,” in connection with the Separation, Garden SpinCo will generally assume and be responsible for any liabilities that arise relating to the ownership, operations or conduct of the Food Safety Business following the Distribution. The Separation Agreement also provides that the Garden SpinCo Assets are being conveyed to Garden SpinCo on an “as is” and “where is” basis. Although 3M is subject to certain indemnification obligations in favor of Garden SpinCo and Neogen under the Separation Agreement, these are generally limited to indemnification for certain indemnifiable losses to the extent relating to, arising out of or resulting from any breach by 3M of any provision of the Separation Agreement or specified liabilities of the Food Safety Business arising prior to the Distribution. See “The Separation Agreement” for a detailed description of the liabilities that Garden SpinCo is assuming in the Transactions.

In addition, although the Merger Agreement contains certain representations and warranties about the Food Safety Business, the representations and warranties were made only as of the times set forth therein and will not survive the effective time of the Merger. Accordingly, Neogen will have no remedies with respect to any breach of 3M’s or Garden SpinCo’s representations to the Merger Agreement after the effective time of the Merger, except for certain rights under applicable law to bring a claim for intentional fraud with respect to any representation or warranty made in the Merger Agreement.

The consummation of the Distribution is conditioned upon, among other things, the receipt by 3M of (1) the IRS Ruling and (2) an opinion from Wachtell Lipton regarding the tax treatment of the Contribution and Distribution (the “Distribution Tax Opinion”). Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request are untrue or incomplete in any material respect or if undertakings made to the IRS in connection with the letter ruling request are or have been violated, then 3M will not be able to rely on the IRS Ruling. In addition, the Distribution Tax Opinion will be based on, among other things, the IRS Ruling as to the matters addressed by the ruling, current law and certain representations and assumptions as to factual matters made by 3M and Garden SpinCo. Any change in currently applicable law, which may be retroactive, or the failure of any representation or assumption to be true, correct and complete in all material respects, could adversely affect the conclusions reached by Wachtell Lipton in the Distribution Tax Opinion. The Distribution Tax Opinion will represent Wachtell Lipton’s judgment, will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions reached in such opinions.

In general, ifIf the Contribution and Distribution, taken together, were determined not to qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, for U.S. federal income tax purposes each U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Distribution and Merger” in Neogen's Registration Statement on Form S-4 (Reg. No. 333-263667)) who receives Garden SpinCo common stock in thisthe Exchange Offer would generally be treated as recognizing taxable gain or loss equal to the difference between the fair market value of the Garden SpinCo common stock received by such U.S. Holder in thisthe Exchange Offer and its tax basis in the shares of 3M common stock exchanged therefor, or, in certain circumstances, as receiving a taxable distribution equal to the fair market value of the Garden SpinCo common stock received by the U.S. Holder in thisthe Exchange Offer. Further, if thisthe Exchange Offer were not fully subscribed in such a situation and 3M undertook the Clean-Up Spin-Off, each U.S. Holder who receives Garden SpinCo common stock in the Clean-Up Spin-Off would generally be treated as receiving a taxable distribution equal to the fair market value of the Garden SpinCo common stock received by the U.S. Holder in the Clean-Up Spin-Off.

In addition, if the Contribution and Distribution, taken together, were determined not to qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, for U.S. federal income tax purposes, 3M generally would recognize taxable gain with respect to the transfer of Garden SpinCo common stock in the Distribution, which could result in significant tax to 3M.

Even if the Contribution and Distribution, taken together, otherwise qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, the Distribution would nonetheless be taxable to 3M (but not to U.S. Holders of 3M common stock) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of 3M or Garden SpinCo, directly or indirectly (including through acquisitions of the stock of Neogen after the Merger), as part of a plan or series of related transactions that includes the Distribution. For purposes of Section 355(e) of the Code, any acquisitions of 3M or Garden SpinCo stock (including Neogen stock after the Merger), directly or indirectly, within the period beginning two years before the Distribution and ending two years after the Distribution are generally presumed

The number of shares of Neogen common stock to be issued by Neogen in the Merger will not be adjusted based on a change in the value of the Food Safety Business or its assets or in the value of Neogen prior to the closing of the Transactions. 3M stockholders who receive Garden SpinCo common stock in the Distribution will receive