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COLUMBUS, Ind. , March 11, 2024–(BUSINESS WIRE)–Today, Cummins Inc. (NYSE: CMI) (“Cummins”) announced the final exchange report for its previously announced derivative exchange that will offer Cummins shareholders exchange their shares of Cummins common stock for shares of Atmus Filtration Technologies Inc. (NYSE: ATMU) (“Atmus”) formerly owned by Cummins.
For the percentage of Cummins common inventory that is validly offered and not properly withdrawn through shareholders and accepted through Cummins pursuant to the Exchange Offer, Cummins will deliver 12. 0298 percent of Atmus’ common inventory to any shareholder supplier or at its direction.
According to the Final Exchange Report, Cummins expects to reach an agreement in exchange for approximately 5,574,051 Cummins Common Inventory inventories if the Trade-In Offer is fully subscribed. Because the Trade-In Offer will be prorated if the Trade-In Offer is oversubscribed, the amount of Cummins Common Inventory inventories that Cummins liquidates in the Trade-In Offer is likely to be less than the number of inventories validly submitted by Cummins shareholders.
The exchange offer will expire at midnight New York time at the end of the day on March 13, 2024, unless canceled or extended.
Goldman Sachs
About Cummins
Cummins Inc. , a global leader in energy, is a company comprised of complementary lines of business that design, manufacture, distribute and service a broad portfolio of power solutions. Headquartered in Columbus, Indiana, Cummins employs approximately 75,500 other people committed to contributing to a more disgustingly rich world. It operates a robust distribution and network in more than 190 countries and territories. Cummins reported net sales of approximately $34. 1 billion for the fiscal year ended December 31, 2023.
Forward-Looking Statements
This communication warrants statements relating to Cummins and Atmus that are forward-looking statements. Forward-looking statements are based on existing expectations and assumptions relating to Cummins and Atmus’ respective businesses, the economy and other long-term conditions. Forward-looking statements contained in this communication may include statements regarding the expected effects of the Exchange Offer on Cummins and Atmus, the timing and expected benefits of the Exchange Offer, the expected currency effects of Cummins and Atmus, and any other statements contained in this communication. communication that are not ancient facts.
Because forward-looking statements relate by their nature, they are subject to uncertainties, hazards and adjustments inherent in hard-to-wait cases that are more fully detailed in Cummins’ and Atmus’ respective long-standing periodic reports. at the time before the U. S. Securities and Exchange Commission. The U. S. Securities and Exchange Commission (the “SEC”), the registration set forth below, adding the prospectus (the “Prospectus”) attached thereto, the Schedule TO and other documents providing for the exchange filed through Cummins or Atmus, as applicable, with the SEC. Such uncertainties, hazards and adjustments in the cases may cause actual effects to differ materially from those expressed or implied by such forward-looking statements. The forward-looking statements contained herein are made as of the date hereof, and neither Cummins nor Atmus assumes any legal responsibility to publicly update such announcements to reflect upcoming occasions or events, unless required by applicable securities laws. Investors deserve not to place undue reliance on forward-looking announcements.
Additional data and where to find it.
This communication is for informational purposes only and does not constitute an offer to sell or exchange, a solicitation of an offer to buy or exchange securities, or advice as to whether investors deserve to participate in the exchange. be be offering. Atmus has filed with the SEC a registration on Form S-4 (the “Registration Statement”) which includes the prospectus. The be be be offering exchange will take place only through the Prospectus. The Prospectus comprises vital data about the Exchange Offer, Cummins, Atmus and similar matters, and Cummins will deliver the Prospectus to holders of non-unusual shares of Cummins. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE AND BEFORE MAKING AN INVESTMENT DECISION, AS THEY CONTAIN IMPORTANT INFORMATION. Neither Cummins nor Atmus, nor any of their respective administrators or officers, nor the designated dealer-managers in connection with the Exchange Offer give you any advice as to whether you deserve to participate in the Exchange. Offer.
Cummins has filed with the SEC a Schedule TO, which contains vital data about the trade-in offer.
Cummins common inventory holders would likely download loose copies of the prospectus, registration statement, Schedule TO and other similar documents, and any other data that Cummins and Atmus file electronically with the SEC on the SEC’s online page at http:// www. Cummins Common Inventory holders will also be able to download a copy of the prospectus by clicking on the appropriate link in www. okapivote. com/CumminsAtmusExchange.
Cummins has engaged Okapi Partners LLC as the data agent for the Exchange Offer. To download copies of the Exchange Offer Prospectus and similar documents, or if you have any questions about the terms of the Exchange Offer or the terms of participation, you may contact the Information Officer at 1-877-279-2311 (in the United States, adding Puerto Rico and Canada) or 1-917-484-4425 (all other regions).
See the edition in businesswire. com: https://www. businesswire. com/news/home/20240311061899/en/
Contactos
Jon Mills – Director, External 317-658-4540jon. mills@cummins. com Communications