Atmus To File Form S-4 Registration Statement in Connection with Cummins Exchange Offer
February 14 2024 - 7:49AM
Business Wire
Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU) today
announced that it will file a Form S-4 Registration Statement with
the Securities and Exchange Commission (the “SEC”) in connection
with Cummins’ (NYSE: CMI) offer to exchange up to 67,054,726 shares
of Atmus common stock that Cummins owns, representing 80.5% of the
total outstanding shares of Atmus common stock, for outstanding
shares of Cummins common stock. Pursuant to the exchange offer,
Cummins shareholders will have the opportunity 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.
Cummins currently owns approximately 80.5% of the total
outstanding shares of Atmus common stock. If the exchange offer
(including all related transactions) is completed, Cummins will no
longer be the controlling shareholder of Atmus, and Atmus will
operate as a fully independent company.
“Today marks an important milestone in our 65-year history of
providing industry-leading filtration and media solutions to our
customers,” shared Steph Disher, Chief Executive Officer of Atmus.
"Our Atmus team delivered strong performance in our first year as a
public company and we are just getting started. I am excited to
work alongside our talented and highly capable team to realize the
full potential of Atmus as we transition to a fully independent
company.”
This announcement is for informational purposes only and is
neither an offer to sell nor an offer to buy any securities, or a
recommendation as to whether investors should participate in the
exchange offer. The offer is made solely by the prospectus
referenced below.
About Atmus
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
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. Learn more at https://www.atmus.com/.
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. Atmus will file
with the SEC a registration statement on Form S-4 (the
“Registration Statement”) that will include a prospectus (the
“Prospectus”). 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 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/20240214820919/en/
Investor relations: Todd Chirillo investor.relations@atmus.com
Media relations: Keri Moenssen media.inquiries@atmus.com
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