ST. PAUL, Minn.--(BUSINESS WIRE)--3M (NYSE: MMM) today announced that its direct wholly owned subsidiary,
Cyborg Acquisition Corporation, has commenced its previously announced
tender offer for all outstanding shares of common stock of
Ceradyne, Inc. (NASDAQ: CRDN) at a price of $35.00 per share. The
tender offer is being made in connection with the Agreement and Plan of
Merger, dated as of September 30, 2012, by and among 3M Company, Cyborg
Acquisition Corporation and Ceradyne, Inc., which 3M and Ceradyne
announced on October 1, 2012.
The board of directors of Ceradyne has unanimously determined that the
offer is fair to and in the best interests of Ceradyne’s stockholders
and unanimously recommends that the shareholders of Ceradyne accept the
offer and tender their shares.
The tender offer is scheduled to expire at 5:00 p.m., New York City
time, on Tuesday, November 27, 2012, unless extended.
Complete terms and conditions of the tender offer are set forth in the
Offer to Purchase, Letter of Transmittal and other related materials
that will be filed by 3M and Cyborg Acquisition Corporation with the SEC
on October 15, 2012. In addition, on October 15, 2012, Ceradyne will
file a Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC relating to the offer.
Copies of the Offer to Purchase, Letter of Transmittal and other related
materials are available free of charge from Georgeson, Inc., the
information agent for the tender offer, toll-free at (866) 257-5415
(brokers and bankers call (212) 440-9800). Wells Fargo Bank, N.A. is
acting as depositary for the tender offer.
Additional Information
This news release and the description contained herein is neither an
offer to purchase nor a solicitation of an offer to sell shares of
Ceradyne, Inc. 3M and its wholly owned subsidiary, Cyborg Acquisition
Corporation, intend to file with the Securities and Exchange Commission
(the “SEC”) a Tender Offer Statement on Schedule TO containing an offer
to purchase, a form of letter of transmittal and other documents
relating to the tender offer, and Ceradyne intends to file with the SEC
a Solicitation/Recommendation Statement on Schedule 14D-9 with respect
to the tender offer. 3M, Cyborg Acquisition Corporation and Ceradyne
intend to mail these documents to the stockholders of Ceradyne. These
documents will contain important information about the tender offer and
stockholders of Ceradyne are urged to read them carefully when they
become available. Stockholders of Ceradyne will be able to obtain a free
copy of these documents (when they become available) and other documents
filed by Ceradyne, 3M or Cyborg Acquisition Corporation with the SEC at
the website maintained by the SEC at www.sec.gov.
In addition, stockholders will be able to obtain a free copy of these
documents (when they become available) from Georgeson, Inc., the
information agent for the tender offer, toll-free at (866) 257-5415 or
from 3M.
Forward-Looking Statements
This news release contains forward-looking statements about 3M’s and
Ceradyne’s financial results and estimates and/or 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,” “future,” “opportunity,” “accelerate” and other words and
terms of similar meaning in connection with any discussion of future
operating or financial performance or business plans or prospects. Such
statements are qualified by the inherent risks and uncertainties
surrounding future expectations generally, and also may materially
differ from actual future experience involving any one or more of such
statements. Such risks and uncertainties include: uncertainties as to
the timing of the tender offer and merger; uncertainties as to how many
Ceradyne, Inc. stockholders will tender their shares of Ceradyne stock
in the tender offer; the risk that competing offers will be made; the
possibility that various closing conditions for the transaction may not
be satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the
transaction; any conditions imposed by governmental or regulatory
authorities in connection with consummation of the tender offer and the
merger; satisfaction of various other conditions to the completion of
the tender offer and the merger contemplated by the merger agreement;
the possibility that expected benefits may not materialize as expected;
and other risk factors as set forth from time to time in 3M’s and
Ceradyne’s filings with the SEC. The factors that could cause actual
results to differ materially include the following: (1) worldwide
economic and capital markets conditions and other factors beyond 3M’s or
Ceradyne’s control, including natural and other disasters affecting the
operations of 3M, Ceradyne or their respective 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 “3M Reports”). Changes in such assumptions or
factors could produce significantly different results. A further
description of these factors is located in the 3M Reports under “Risk
Factors,” “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and “Quantitative and Qualitative Disclosures
About Market Risk” in Part I, Item 1A and Part II, Items 7 and 7A
(Annual Report) and in Part I, Items 2 and 3 and Part II, Item 1A
(Quarterly Report) and in Part I, Item 1A of Ceradyne’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2011 under “Risk
Factors.” The information contained in this news release is as of the
date indicated. 3M and Ceradyne assume 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.
