Cummins announces preliminary rsults of Atmus Filtration Technologies Inc. exchange offer

Mike Wolanin | The Republic An exterior view of Cummins Columbus Engine Plant in Columbus, Ind., Friday, Oct. 7, 2022.

COLUMBUS, Ind. — Cummins Inc. (NYSE: CMI) announced that, based on preliminary results, 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 was oversubscribed.

The exchange offer expired at midnight, New York City time, at the end of the day on March 13. Under the terms of the exchange offer, 12.0298 shares of Atmus common stock will be exchanged for each share of Cummins common stock accepted in the exchange offer.

According to the exchange agent, Broadridge Corporate Issuer Solutions, LLC, 69,142,112 shares of Cummins common stock were validly tendered and not properly withdrawn, including 36,902,099 shares that were tendered by notice of guaranteed delivery and 1,006,609 shares that tendered in aggregate by “odd-lot” shareholders (holders of fewer than 100 shares) not subject to proration.

Cummins intends to accept 5,574,050 of the tendered shares in exchange for the 67,054,726 shares of Atmus common stock owned by Cummins. Because the exchange offer was oversubscribed, Cummins is accepting only a portion of the shares of its common stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered.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 have validly tendered all of their shares, will not be subject to proration, in accordance with the terms of the exchange offer.

Based on the total number of shares of Cummins common stock reported to be tendered prior to the expiration of the exchange offer, it is estimated that approximately 6.7% of the tendered shares of Cummins common stock subject to proration will be exchanged, assuming all shares tendered by guaranteed delivery procedures are delivered under the terms of the exchange offer. This preliminary proration factor is subject to change based on the number of tendered shares and “odd-lot” shares that satisfy the guaranteed delivery procedures. Cummins expects to announce the final proration factor on March 18, 2024, promptly following the expiration of the guaranteed delivery period. Shares of Cummins common stock tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form promptly after the final proration factor is announced.

Following the completion of the exchange offer, Cummins will not retain any outstanding shares of Atmus common stock.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are the dealer managers for the exchange offer.