Cummins Announces Final Exchange Ratio of 12.0298 in Split-Off of Atmus Filtration Technologies Inc.
11 Março 2024 - 6:15PM
Business Wire
Today, Cummins Inc. (NYSE: CMI) (“Cummins”) announced the final
exchange ratio for its previously announced split-off exchange
offer to Cummins shareholders to exchange their shares of common
stock of Cummins for shares of common stock of Atmus Filtration
Technologies Inc. (NYSE: ATMU) (“Atmus”) currently held by
Cummins.
For each share of Cummins common stock that is validly tendered
and not properly withdrawn by shareholders and that is accepted by
Cummins pursuant to the exchange offer, Cummins will deliver
12.0298 shares of Atmus common stock to or at the direction of any
such tendering shareholder.
Based on the final exchange ratio, Cummins currently expects to
accept for exchange approximately 5,574,051 shares of Cummins
common stock if the exchange offer is fully subscribed. Because the
exchange offer will be subject to proration if the exchange offer
is oversubscribed, the number of shares of Cummins common stock
that Cummins accepts in the exchange offer may be less than the
number of shares validly tendered by Cummins shareholders.
The exchange offer is currently scheduled to expire at 12:00
midnight, New York City time, at the end of the day on March 13,
2024, unless terminated or extended.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are
the 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. The
exchange offer will be made solely by the Prospectus. The
Prospectus contains important information about the exchange offer,
Cummins, Atmus and related matters, and Cummins will deliver the
Prospectus to holders of Cummins common stock. 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 or how to participate, 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/20240311061899/en/
Jon Mills – Director, External Communications 317-658-4540
jon.mills@cummins.com
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