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Atmus To File Form S-4 Registration Statement in Connection with Cummins Exchange Offer

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Atmus Filtration Technologies Inc. (ATMU) announced the filing of a Form S-4 Registration Statement with the SEC for an exchange offer by Cummins (CMI) to exchange up to 80.5% of Atmus common stock for Cummins common stock. If completed, Cummins will no longer be the controlling shareholder of Atmus, marking a significant transition for the company.
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The exchange offer by Cummins (CMI) for Atmus Filtration Technologies Inc. (ATMU) shares represents a significant shift in ownership structure that could have material consequences for both companies' stock valuations. From a market research perspective, the dilution of Cummins' majority stake in Atmus could lead to increased liquidity of Atmus shares in the market. This may attract a broader base of institutional and retail investors, potentially enhancing the stock's visibility and trading volume.

Moreover, the move towards full independence for Atmus could be perceived positively if investors believe that the company can thrive without the backing of a majority shareholder. This autonomy might empower Atmus to pursue more aggressive growth strategies, partnerships and innovation, which could be beneficial for long-term shareholder value creation.

However, the market will also consider the potential risks associated with reduced synergies between Cummins and Atmus. The loss of a controlling shareholder might lead to strategic shifts that could disrupt Atmus's current business model and customer relationships. Investors will closely monitor the management's ability to steer the company independently and maintain its strong performance as highlighted by CEO Steph Disher.

From a financial standpoint, the exchange offer's impact on Cummins' balance sheet and earnings will be closely scrutinized. The divestiture of an 80.5% stake in Atmus could lead to a significant one-time gain or loss depending on the relative valuations of Cummins and Atmus at the time of the transaction. Additionally, the subsequent financial statements will reflect the change in Cummins' investment portfolio and potential changes in dividend income, depending on Atmus's dividend policy post-independence.

Investors and analysts will also evaluate the exchange ratio to determine whether the terms are favorable and whether they reflect the intrinsic value of both Cummins and Atmus shares. The exchange offer could be seen as an opportunity for Cummins shareholders to diversify their holdings or for Atmus to attract investors with a long-term growth perspective.

The transaction will likely lead to a reevaluation of both companies' stock by rating agencies and analysts, possibly resulting in revised investment ratings and target prices. The market will be attentive to the terms of the exchange offer, the response of the shareholders and the subsequent trading patterns post-transaction.

The filing of a Form S-4 Registration Statement indicates a significant legal process undertaken by Atmus to facilitate the exchange offer. It is crucial for the document to thoroughly disclose all material information regarding the transaction to comply with SEC regulations and ensure transparency for shareholders. The prospectus will detail the terms of the exchange offer, risks involved and the procedure for shareholders to participate.

It is also important to note that the completion of such a transaction will lead to a change in the control structure of Atmus, which may trigger regulatory reviews or require approvals from other stakeholders. The legal implications of transitioning to a fully independent company include potential changes in governance, compliance obligations and contractual relationships with customers and suppliers.

Shareholders of both Cummins and Atmus will need to assess the legal disclosures in the prospectus to make an informed decision regarding the exchange offer. Any misrepresentation or omission of key information could lead to legal challenges or regulatory penalties.

NASHVILLE, Tenn.--(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).

Investor relations:

Todd Chirillo

investor.relations@atmus.com



Media relations:

Keri Moenssen

media.inquiries@atmus.com

Source: Atmus Filtration Technologies Inc.

FAQ

What is the ticker symbol for Atmus Filtration Technologies Inc.?

The ticker symbol for Atmus Filtration Technologies Inc. is ATMU.

What is the significance of the Form S-4 Registration Statement filing by Atmus?

The filing of the Form S-4 Registration Statement is in connection with an exchange offer by Cummins to exchange up to 80.5% of Atmus common stock for Cummins common stock.

Who currently owns approximately 80.5% of the total outstanding shares of Atmus common stock?

Cummins currently owns approximately 80.5% of the total outstanding shares of Atmus common stock.

What will happen if the exchange offer by Cummins is completed?

If the exchange offer is completed, Cummins will no longer be the controlling shareholder of Atmus, and Atmus will operate as a fully independent company.

Who is the Chief Executive Officer of Atmus Filtration Technologies Inc.?

Steph Disher is the Chief Executive Officer of Atmus Filtration Technologies Inc.

Atmus Filtration Technologies Inc.

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