3M to Acquire CUNO; Acquisition Broadens 3M's Filtration Platform
12 Maggio 2005 - 12:00PM
Business Wire
3M (NYSE:MMM), and CUNO Inc. (Nasdaq:CUNO) announced today that
they have entered into a definitive agreement for 3M's acquisition
of CUNO in an all cash merger for $72 dollars per share, valuing
the transaction at approximately $1.35 billion including the
assumption of $60 million of existing net debt. CUNO is a leader in
the design, manufacture, and marketing of a comprehensive line of
filtration products for the separation, clarification, and
purification of fluids and gasses. "Liquid filtration demand is
growing rapidly, driven by critical customer needs for enhanced
liquid separation and pure water," said Harold Wiens, executive
vice president, 3M Industrial Business. "Our current air filtration
business based upon our separation and filtration technologies
totals well over $1 billion. We see multiple opportunities to take
advantage of the complementary positions of the two companies, and
believe that combining 3M's technology and global presence with
CUNO's large and expanding installed base and strong product
portfolio will enable us to achieve significant revenue and cost
synergies." CUNO has become a leader by providing innovative liquid
filtration solutions to customers in many of the same industries 3M
serves, including industrial, health care, consumer, and
transportation. CUNO has demonstrated a strong track record of
consistent and impressive growth and profitability, with sales
increasing at a compound annual growth rate of more than 9 percent
and earnings per share growing at a compound annual growth rate
greater than 30 percent during the past ten years. CUNO products
include proprietary depth filters and semi-permeable membrane
filters used in a broad range of potable water, health care and
fluid processing applications. These products effectively remove
contaminants that range in size from molecules to sand particles.
CUNO estimates its aftermarket replacement sales at more than 70
percent, which provides a predictable revenue stream. 3M provides a
range of primarily air filtration solutions to customers in most of
its business segments, leveraging proprietary 3M technologies such
as membrane and non-woven. 3M filtration products include Filtrete
brand residential and commercial air filters, and Empore brand
filtration products used in the health care market. Mark G. Kachur,
chairman and CEO of CUNO commented on the transaction, saying "This
all cash merger will deliver excellent value to our shareholders.
3M and CUNO will be able to efficiently deliver a much broader
range of solutions to a diverse global customer base and bring new
filtration products to market faster. Our companies share a culture
of innovation and operational excellence, and the CUNO team is
excited about working with our 3M colleagues around the world."
"These two great companies have complementary sets of filtration
products and the opportunity to bring an even wider range of
innovative filtration solutions more effectively to customers
around the world," said W. James McNerney, Jr., 3M chairman and
CEO. 3M plans to fund the transaction with existing cash. The
acquisition is expected to be accretive to 3M's earnings in 2006
and does not change the company's 2005 earnings per share guidance.
W. James McNerney, Jr.; Harold Wiens, executive vice president,
Industrial Business; Pat Campbell, senior vice president and chief
financial officer; and Mark G. Kachur, CEO of CUNO will conduct an
investor teleconference at 9:00 a.m. Eastern Time (8:00 a.m.
Central) today. Investors can access a Webcast of this conference,
along with related charts, at http://investor.3M.com. The
acquisition is expected to close in the third quarter subject to
regulatory and CUNO shareholder approval and other customary
closing conditions. Additional Information about the Merger and
Where to Find It CUNO will file a proxy statement and other
relevant documents concerning the proposed merger with the
Securities and Exchange Commission (the "SEC"). CUNO INVESTORS ARE
URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You will be able to obtain these
documents free of charge at the website maintained by the SEC at
www.sec.gov. In addition, you may obtain documents filed with the
SEC by CUNO free of charge by contacting CUNO's Chief Financial
Officer, 400 Research Parkway, Meriden Connecticut 06450. CUNO and
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from CUNO's
stockholders in connection with the merger. Information about the
directors and executive officers of CUNO and their ownership of
CUNO stock is set forth in CUNO's proxy statement filed with the
SEC on February 3, 2005. Investors may obtain additional
information regarding the interests of such participants by reading
the proxy statement for the merger when it becomes available.
Investors should read the proxy statement carefully when it becomes
available before making any voting or investment decisions.
Forward-Looking Statements This news release contains
forward-looking information (within the meaning of the Private
Securities Litigation Reform Act of 1995) about 3M's and CUNO's
financial results and estimates, business prospects, and products
under development 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," and other words and terms of similar meaning in
connection with any discussion of future operating or financial
performance. Among the factors that could cause 3M's actual results
to differ materially from those expressed herein are the following:
(1) worldwide economic conditions; (2) foreign currency exchange
rates and fluctuations in those rates; (3) the timing and
acceptance of new product offerings; (4) the availability and cost
of purchased components and materials, including oil-derived
compounds; (5) 3M's ability to successfully integrate and obtain
the anticipated synergies from acquisitions and strategic alliances
(including the acquisition of CUNO); (6) generating less operating
income from its corporate initiatives than estimated; and (7) legal
proceedings, including the outcome of and information derived from
pending Congressional action concerning asbestos-related litigation
and other significant developments that could occur in the legal
proceedings described in 3M's Annual Report on Form 10-K for the
year ended December 31, 2004 and in its Quarterly Report on Form
10-Q for the quarter ended March 31, 2005 (the "Reports"). Changes
in such assumptions or factors could produce significantly
different results. A further description of these factors is
located in the Reports. The forward-looking statements with respect
to CUNO are also subject to risks and uncertainties, which could
cause performance or actual results to differ materially from those
expressed herein. Such risks and uncertainties include, among other
things: risks that the transaction with 3M will not be completed;
volumes of shipments of CUNO's products; changes in product mix and
product pricing; costs of raw materials; the rate of economic and
industry growth in the U.S. and the other countries in which CUNO
conducts business; economic and political conditions in the foreign
countries in which CUNO conducts a substantial part of its
operations and other risks associated with international operations
including exchange rate fluctuations; CUNO's ability to protect its
technology, proprietary products and manufacturing techniques;
changes in technology; changes in legislative, regulatory or
industrial requirements and risks generally associated with new
product introductions and applications; and domestic and
international competition in CUNO's global markets. The information
contained in this news release is as of the date indicated. Neither
3M nor CUNO assumes any obligation to update any forward-looking
statements contained in this release as a result of new information
or future events or developments. About CUNO -- A Market Leading
Filtration Company CUNO is a leader in the design, manufacture, and
marketing of a comprehensive line of filtration products for the
separation, clarification, and purification of fluids and gasses.
Its proprietary products include uses in the healthcare,
industrial, and drinking water markets. CUNO operates manufacturing
facilities in the United States, Brazil, Mexico, France, Japan,
Australia and China, and has sales offices throughout the world.
About 3M -- A Global, Diversified Technology Company Every day, 3M
people find new ways to make amazing things happen. Wherever they
are, whatever they do, the company's customers know they can rely
on 3M to help make their lives better. 3M's brands include Scotch,
Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Command
and Vikuiti. Serving customers in more than 200 countries around
the world, the company's 67,000 people use their expertise,
technologies and global strength to lead in major markets including
consumer and office; display and graphics; electronics and
telecommunications; safety, security and protection services;
health care; industrial and transportation. 3M, Empore, Scotch,
Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Command
and Vikuiti are trademarks of 3M.
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