Today, Cummins Inc. (NYSE: CMI) (“Cummins”) announced the final
results of its previously announced offer to its shareholders to
exchange their shares of Cummins common stock for shares of Atmus
Filtration Technologies Inc. (NYSE: ATMU) (“Atmus”) common stock
owned by Cummins. The exchange offer expired at 12:00 midnight, New
York City time, at the end of the day on March 13, 2024.
Pursuant to the exchange offer, Cummins has accepted 5,574,051
shares of Cummins common stock in exchange for 67,054,719 shares of
Atmus common stock.
Because the exchange offer was oversubscribed, Cummins accepted
only a portion of the shares of its common stock that were validly
tendered and not properly withdrawn, on a pro rata basis in
proportion to the number of shares tendered. Shareholders who owned
fewer than 100 shares of Cummins common stock, or an “odd-lot,” who
validly tendered all of their shares, were not subject to
proration, in accordance with the terms of the exchange offer. All
shares validly tendered by eligible “odd-lot” shareholders were
accepted. The final proration factor of 6.99255200% was applied to
all other validly tendered shares of Cummins common stock that were
subject to proration to determine the number of such shares that
were accepted.
Following completion of the exchange offer, Cummins did not
retain any outstanding shares of Atmus common stock.
“Through this final separation, we are pleased to bring the
greatest value to both Cummins and Atmus shareholders,” said
Jennifer Rumsey, Chair and Chief Executive Officer of Cummins.
“Cummins will continue its focus on advancing innovative power
solutions, while Atmus is now well positioned to advance its
filtration technologies, grow into new markets, and help both
existing and new customers be successful. We are proud of our
employees’ hard work and all who were involved to ensure a
successful separation, and we are excited to see what the future
holds for both Cummins and Atmus.”
Based on the final count by the exchange agent, Broadridge
Corporate Issuer Solutions, LLC, the final results of the exchange
offer are as follows:
- Total number of shares of Cummins common stock validly tendered
and not validly withdrawn: 65,176,180
- Shares tendered that were subject to proration: 64,081,568
- “Odd-lot” shares tendered that were not subject to proration:
1,094,612
- Total number of shares of Cummins common stock accepted:
5,574,051
Shares of Cummins common stock tendered but not accepted for
exchange will be returned to the tendering shareholders in
book-entry form promptly. In addition, the exchange agent will
promptly credit shares of Atmus common stock for distribution in
the exchange offer in book-entry form to accounts maintained by the
Atmus transfer agent for tendering shareholders whose shares of
Cummins common stock were accepted in the exchange offer. Cash in
lieu of fractional shares of Atmus common stock will be delivered
after the exchange agent has aggregated all fractional shares and
sold them in the open market.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
served as dealer managers for the exchange offer.
About Cummins
Cummins Inc., a global power leader, is a corporation of
complementary business segments that design, manufacture,
distribute and service a broad portfolio of power solutions.
Headquartered in Columbus, Indiana, Cummins employs approximately
75,500 people committed to powering a more prosperous world. It
operates a robust distribution and support network in more than 190
countries and territories. Cummins reported net sales of
approximately $34.1 billion for the year ended December 31,
2023.
Forward-Looking Statements
This communication contains certain statements about Cummins and
Atmus that are forward-looking statements. Forward-looking
statements are based on current expectations and assumptions
regarding Cummins’ and Atmus’ respective businesses, the economy
and other future conditions. In addition, the forward-looking
statements contained in this communication may include statements
about the expected effects on Cummins and Atmus of the exchange
offer, the anticipated timing and benefits of the exchange offer,
Cummins’ and Atmus’ anticipated financial results, and all other
statements in this communication that are not historical facts.
Because forward-looking statements relate to the future, by
their nature, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and are
detailed more fully in Cummins’ and Atmus’ respective periodic
reports filed from time to time with the U.S. Securities and
Exchange Commission (the “SEC”), the Registration Statement
referred to below, including the prospectus (the “Prospectus”)
forming a part thereof, the Schedule TO and other exchange offer
documents filed by Cummins or Atmus, as applicable, with the SEC.
Such uncertainties, risks and changes in circumstances could cause
actual results to differ materially from those expressed or implied
in such forward-looking statements. Forward-looking statements
included herein are made as of the date hereof, and neither Cummins
nor Atmus undertakes any obligation to update publicly such
statements to reflect subsequent events or circumstances, except to
the extent required by applicable securities laws. Investors should
not put undue reliance on forward-looking statements.
Additional Information and Where to Find It
This communication is for informational purposes only and is not
an offer to sell or exchange, a solicitation of an offer to buy or
exchange any securities and a recommendation as to whether
investors should participate in the exchange offer. Atmus has filed
with the SEC a registration statement on Form S-4 (the
“Registration Statement”) that includes the Prospectus. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS, AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME
AVAILABLE AND BEFORE MAKING ANY INVESTMENT DECISION, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. None of Cummins, Atmus or any of
their respective directors or officers or the dealer managers
appointed with respect to the exchange offer makes any
recommendation as to whether you should participate in the exchange
offer.
Cummins has filed with the SEC a Schedule TO, which contains
important information about the exchange offer.
Holders of Cummins common stock may obtain copies of the
Prospectus, the Registration Statement, the Schedule TO and other
related documents, and any other information that Cummins and Atmus
file electronically with the SEC free of charge at the SEC’s
website at http://www.sec.gov. Holders of Cummins common stock will
also be able to obtain a copy of the Prospectus by clicking on the
appropriate link on www.okapivote.com/CumminsAtmusExchange.
Cummins has retained Okapi Partners LLC as the information agent
for the exchange offer. To obtain copies of the exchange offer
Prospectus and related documents, or for questions about the terms
of the exchange offer, you may contact the information agent at
1-877-279-2311 (in the U.S., including Puerto Rico, and Canada) or
1-917-484-4425 (all other areas).
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version on businesswire.com: https://www.businesswire.com/news/home/20240318925736/en/
Jon Mills – Director, External Communications 317-658-4540
jon.mills@cummins.com
Cummins (NYSE:CMI)
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