3M Successfully Completes Ceradyne Tender Offer; Acquisition Expected to Close Later Today
28 Novembro 2012 - 10:30AM
Business Wire
3M (NYSE:MMM) announced today that its tender offer to purchase
all issued and outstanding shares of common stock of Ceradyne, Inc.
(NASDAQ: CRDN) at a price of $35.00 per share was successful.
The tender offer expired at 5:00 p.m., New York City time, on
Tuesday, November 27, 2012. The depositary for the tender offer has
advised that, as of such time, a total of 21,093,164 shares were
validly tendered and not withdrawn in the offer, representing
approximately 87.7% of Ceradyne’s currently outstanding shares (or
approximately 85.8% calculated on a fully diluted basis). In
addition, Notices of Guaranteed Delivery have been delivered with
respect to 1,824,343 shares that have not yet been tendered,
representing approximately 7.6% of Ceradyne’s currently outstanding
shares. 3M has accepted for payment all validly tendered
shares.
The completion of the tender offer is the first step in 3M’s
two-step acquisition of Ceradyne pursuant to the previously
announced merger agreement among Ceradyne, 3M, and 3M’s wholly
owned subsidiary, Cyborg Acquisition Corporation. 3M will exercise
the “top-up option” under the merger agreement, pursuant to which
Cyborg Acquisition Corporation will purchase from Ceradyne
additional shares of Ceradyne common stock, and intends to complete
the second and final step of the acquisition, a short-form merger
under Delaware law, later today, pursuant to which Cyborg
Acquisition Corporation will merge with and into Ceradyne and each
share of Ceradyne common stock not tendered in the tender offer,
other than those as to which holders exercise appraisal rights
under Delaware law and those held by 3M or Ceradyne or their
respective wholly owned subsidiaries, will be converted into the
right to receive $35.00 per share in cash, without interest and
less any required withholding taxes. This is the same price per
share paid in the tender offer.
Forward-Looking Statements
This news release contains forward-looking information about
3M’s financial results and estimates and business prospects that
involve substantial risks and uncertainties. You can identify these
statements by the use of words such as “anticipate,” “estimate,”
“expect,” “project,” “intend,” “plan,” “believe,” “will,” “target,”
“forecast” and other words and terms of similar meaning in
connection with any discussion of future operating or financial
performance or business plans or prospects. Among the factors that
could cause actual results to differ materially are the following:
(1) worldwide economic and capital markets conditions and other
factors beyond 3M’s control, including natural and other disasters
affecting the operations of the Company or its customers and
suppliers; (2) 3M’s credit ratings and its cost of capital; (3)
competitive conditions and customer preferences; (4) foreign
currency exchange rates and fluctuations in those rates; (5) the
timing and market acceptance of new product offerings; (6) the
availability and cost of purchased components, compounds, raw
materials and energy (including oil and natural gas and their
derivatives) due to shortages, increased demand or supply
interruptions (including those caused by natural and other
disasters and other events); (7) the impact of acquisitions,
strategic alliances, divestitures, and other unusual events
resulting from portfolio management actions and other evolving
business strategies, and possible organizational restructuring; (8)
generating fewer productivity improvements than estimated; (9)
security breaches and other disruptions to 3M’s information
technology infrastructure; and (10) legal proceedings, including
significant developments that could occur in the legal and
regulatory proceedings described in 3M’s Annual Report on Form 10-K
for the year ended December 31, 2011 and its subsequent quarterly
reports on Form 10-Q (the “Reports”). Changes in such assumptions
or factors could produce significantly different results. A further
description of these factors is located in the Reports under
“Cautionary Note Concerning Factors That May Affect Future Results”
and “Risk Factors” in Part I, Items 1 and 1A (Annual Report) and in
Part I, Item 2 and Part II, Item 1A (Quarterly Report). The
information contained in this news release is as of the date
indicated. 3M assumes no obligation to update any forward-looking
statements contained in this news release as a result of new
information or future events or developments.
About Ceradyne, Inc.
Founded in 1967, Ceradyne has diversified its product lines to
capture opportunities created by the growing demand for better
materials performance. Ceradyne develops, manufactures and markets
advanced technical ceramic products and components for defense,
industrial, energy, automotive/diesel and commercial applications.
Additional information can be found at Ceradyne’s website:
www.Ceradyne.com.
About 3M
3M captures the spark of new ideas and transforms them into
thousands of ingenious products. Our culture of creative
collaboration inspires a never-ending stream of powerful
technologies that make life better. 3M is the innovation company
that never stops inventing. With $30 billion in sales, 3M employs
84,000 people worldwide and has operations in more than 65
countries. For more information, visit www.3M.com or follow @3MNews
on Twitter.
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