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Cummins Announces Preliminary Results of Atmus Filtration Technologies Inc. Exchange Offer

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Cummins Inc. (CMI) announced an oversubscribed exchange offer where shareholders could swap their Cummins common stock for Atmus Filtration Technologies Inc. (ATMU) common stock. 12.0298 shares of Atmus will be exchanged for each Cummins share. Approximately 69,142,112 Cummins shares were tendered, with 5,574,050 shares accepted. Shareholders with fewer than 100 shares were not subject to proration. The final proration factor will be announced on March 18, 2024.
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The announcement by Cummins Inc. regarding the oversubscription of their exchange offer reflects a high shareholder interest in Atmus Filtration Technologies Inc. This transaction indicates a strategic divestment by Cummins, as it will not retain any shares of Atmus post-exchange. From a financial perspective, the oversubscription suggests that the market perceives value in Atmus, potentially due to its growth prospects or financial health.

The exchange ratio of 12.0298 Atmus shares for each Cummins share accepted, coupled with the proration due to oversubscription, will affect the ownership distribution of both companies. Notably, 'odd-lot' shareholders are exempt from proration, which might be Cummins' strategy to favor small investors and avoid fractional shares complexities. This move could also suggest an attempt to streamline the shareholder base.

For Cummins, the divestment could result in a more focused business strategy and potential balance sheet improvements. However, shareholders might experience dilution or a change in the value of their holdings. The final proration factor's announcement will be crucial for investors to understand their new position in Atmus and the impact on their investment in Cummins.

The exchange offer's success is indicative of market sentiment towards Cummins' and Atmus' future performance. It is essential to analyze the industries in which both companies operate. Cummins is known for its engines and power solutions, while Atmus specializes in filtration technologies, which are critical for various applications, including environmental systems and engine performance.

The filtration technology sector is likely experiencing growth due to increasing environmental regulations and the push for cleaner technologies. Atmus' position in this market, therefore, might be a driving factor for the high demand seen in the exchange offer. Investors should consider the long-term growth trajectory of the filtration industry and how Atmus is positioned to capitalize on these trends.

Furthermore, the role of the dealer managers, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, in successfully managing the exchange offer could be a testament to the strategic importance of the transaction and may influence investor confidence in both Cummins and Atmus.

From an economic standpoint, the exchange offer's oversubscription can be seen as a microeconomic event with potential macroeconomic implications. Such corporate restructuring activities often aim to enhance operational efficiencies and shareholder value. The high interest in Atmus shares could signal a positive economic outlook for the filtration technology industry, possibly reflecting broader economic trends such as a focus on sustainability and efficiency.

Additionally, the transaction may impact labor markets and regional economies, particularly if the divestment leads to changes in Cummins’ or Atmus’ operations. The reallocation of resources from Cummins to Atmus could lead to shifts in employment, investment in research and development and changes in supply chain dynamics. These factors could have ripple effects on the broader economy, especially in regions where the companies have significant operational footprints.

COLUMBUS, Ind.--(BUSINESS WIRE)-- Today, Cummins Inc. (NYSE: CMI) (“Cummins”) 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 12:00 midnight, New York City time, at the end of the day on March 13, 2024. 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.

About Cummins

Cummins Inc., a global power leader, is a corporation of complementary business segments that design, manufacture, distribute and service a broad portfolio of power solutions. Headquartered in Columbus, Indiana, Cummins employs approximately 75,500 people committed to powering a more prosperous world. It operates a robust distribution and support network in more than 190 countries and territories. Cummins reported net sales of approximately $34.1 billion for the year ended December 31, 2023.

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 (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 has filed with the SEC a registration statement on Form S-4 (the “Registration Statement”) that includes the Prospectus. 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 has filed 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, 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).

Jon Mills – Director, External Communications

317-658-4540

jon.mills@cummins.com

Source: Cummins Inc.

FAQ

What was the exchange ratio for Cummins common stock to Atmus common stock?

The exchange ratio was 12.0298 shares of Atmus common stock for each share of Cummins common stock.

How many Cummins shares were tendered in the exchange offer?

Approximately 69,142,112 Cummins shares were tendered in the exchange offer.

How many Cummins shares were accepted in the exchange offer?

Cummins accepted 5,574,050 of the tendered shares in the exchange offer.

When will the final proration factor be announced?

The final proration factor will be announced on March 18, 2024.

Who are the dealer managers for the exchange offer?

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

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