Today, Cummins Inc. (NYSE: CMI) (“Cummins”) announced that it
will commence an exchange offer to fully split off its remaining
interest in Atmus Filtration Technologies Inc. (NYSE: ATMU)
(“Atmus”). In May 2023, Atmus completed its initial public offering
where 19.5%, or 16,243,070 shares, of Atmus’ common stock was sold,
with Cummins retaining the remaining 80.5% of Atmus’ common stock.
Through the planned exchange offer, Cummins shareholders will have
the option to exchange all, some or none of their shares of Cummins
common stock for shares of Atmus common stock, subject to the terms
of the exchange offer. The exchange offer is expected to be
tax-free for U.S. Federal income tax purposes, except with respect
to cash received in lieu of a fractional share.
“This separation will create value for both Cummins and Atmus,
allowing Cummins to continue its focus on key strategic initiatives
and innovating in both core and new technologies, while allowing
the filtration business the ability to operate and grow with
flexibility,” said Cummins Chair and CEO Jennifer Rumsey.
“Leveraging its advanced filtration technologies and capabilities,
Atmus is well positioned to grow into new markets and help both
existing and new customers be successful. We believe now is the
right time to distribute our Atmus shares, and we are confident
that the share exchange is the appropriate path forward to bring
the greatest value to shareholders. I am excited to see what the
future holds for the company.”
The exchange offer is expected to permit Cummins shareholders to
exchange all or a portion of their shares of Cummins common stock
for shares of Atmus common stock at a 7% discount, subject to an
upper limit of 13.3965 shares of Atmus common stock for each share
of Cummins common stock tendered and accepted in the exchange
offer. If the upper limit is not in effect, tendering shareholders
are expected to receive approximately $107.53 of Atmus common stock
for every $100 of Cummins common stock tendered.
Cummins will determine the prices at which shares of Cummins
common stock and shares of Atmus common stock will be exchanged by
reference to the arithmetic average of the daily volume-weighted
average prices of shares of Cummins common stock and Atmus common
stock on the NYSE during the three consecutive trading days ending
on and including the second trading day preceding the expiration
date of the exchange offer, which would be March 7, 8 and 11, 2024,
if the exchange offer is not extended or terminated. The final
exchange ratio, reflecting the number of shares of Atmus common
stock that tendering shareholders will receive for each share of
Cummins common stock accepted in the exchange offer, will be
announced by press release by 5:30 p.m., New York City time, on the
second trading day immediately preceding the expiration date of the
exchange offer (which expiration date, if the exchange offer is not
extended or terminated, would be March 13, 2024). The final
exchange ratio, when announced, and a daily indicative exchange
ratio beginning on the third trading day of the exchange offer
period, also will be available at
www.okapivote.com/CumminsAtmusExchange.
The completion of the exchange offer is subject to certain
conditions, including: at least 33,527,363 shares of Atmus common
stock being distributed in exchange for shares of Cummins common
stock validly tendered in the exchange offer; and the receipt of an
opinion of counsel that the exchange offer will qualify for
tax-free treatment to Cummins and its participating
stockholders.
Cummins currently owns 67,054,726 shares of Atmus common stock,
representing approximately 80.5% of the total outstanding shares of
Atmus common stock. Cummins is offering to exchange 67,054,726
shares of Atmus common stock for outstanding shares of Cummins
common stock in the exchange offer. If the exchange offer is
consummated but not fully subscribed, Cummins intends to make a
tax-free distribution to its shareholders of the shares of Atmus
common stock that were offered but not exchanged in the exchange
offer effected as a dividend on a pro rata basis to holders of
Cummins common stock as of the record date.
Shareholders should reach out to their respective broker or
provider for more information. Participation is voluntary and must
be done by the established deadlines. No action is necessary for
Cummins shareholders who choose not to participate.
The terms and conditions of the exchange offer will be outlined
in a registration statement on Form S-4 to be filed by Atmus with
the Securities and Exchange Commission (the “SEC”) and a tender
offer statement on Schedule TO to be filed by Cummins with the SEC
today.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC will
serve as dealer managers for the exchange offer.
For questions about the exchange offer, please contact the
Exchange Offer Helpline at 1-877-279-2311 (in the U.S., including
Puerto Rico, and Canada) or 1-917-484-4425 (all other areas).
Representatives will be available to assist from 9:00 a.m. to 8:00
p.m. EST, Monday through Friday. Visit the shareholder website for more information.
About Atmus Filtration Technologies Inc.
Atmus Filtration Technologies Inc. is a global leader in
filtration and media solutions. For more than 65 years, the company
has combined its culture of innovation with a rich history of
designing and manufacturing filtration solutions. With a presence
in more than 140 countries on six continents, Atmus serves
customers across truck, bus, agriculture, construction, mining,
marine and power generation vehicle and equipment markets, along
with comprehensive aftermarket support and solutions. Headquartered
in Nashville, Tennessee (U.S.), Atmus employs approximately 4,500
people globally who are committed to creating a better future by
protecting what is important.
About Cummins Inc.
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 (U.S.), 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 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. If the exchange
offer is commenced, Atmus will file with the SEC a registration
statement on Form S-4 (the “Registration Statement”) that will
include a prospectus (the “Prospectus”). There can be no assurances
that Cummins will commence the exchange offer on the terms
described in this document or at all. The exchange offer will be
made solely by the Prospectus. The Prospectus will contain
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 will file with the SEC a Schedule TO, which will contain
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).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240214455078/en/
Investor Relations: Chris Clulow
christopher.clulow@cummins.com investor.relations@cummins.com
Media Relations: Jon Mills jon.mills@cummins.com
Cummins (NYSE:CMI)
Gráfico Histórico do Ativo
De Mar 2024 até Abr 2024
Cummins (NYSE:CMI)
Gráfico Histórico do Ativo
De Abr 2023 até Abr 2024