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3M, CUNO Acquisition Receives Required Regulatory Approvals
ST. PAUL, Minn. and MERIDEN, Conn., July 19 /PRNewswire-FirstCall/ -- 3M
Company (NYSE:MMM), and CUNO Incorporated (NASDAQ:CUNO) announced today that
they have now received all the regulatory approvals required for the closing of
the proposed acquisition of CUNO by 3M in an all cash transaction for $72
dollars per share. The 30-day waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 expired on June 27, and notices have been
received from German, Austrian and Italian regulatory agencies approving the
merger.
A special meeting of CUNO's stockholders to vote on the transaction has been
scheduled for August 2, 2005, with closing of the transaction expected shortly
thereafter.
Additional Information about the Merger and Where to Find It
CUNO has filed 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 AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
You may obtain these documents free of charge at the website maintained by the
SEC at http://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 statements filed
with the SEC on February 3, 2005 and July 8, 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.
Contact:
Media Contact:
3M
Donna Fleming, 651-736-7646
or
CUNO
Frederick C. Flynn, Jr., 203-238-8847
or
Investor Contacts:
3M
Mark Colin, 651-733-8206
or
Bruce Jermeland, 651-733-1807
DATASOURCE: CUNO Incorporated
CONTACT: Donna Fleming, Media Contact, +1-651-736-7646, or Mark Colin,
Investor Contact, +1-651-733-8206, or Bruce Jermeland, Investor Contact,
+1-651-733-1807, all of 3M; or Frederick C. Flynn, Jr., Media Contact of CUNO,
+1-203-238-8847
Company News On-Call: http://www.prnewswire.com/comp/126696.html