Cuno (NASDAQ:CUNO)
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From May 2019 to May 2024
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.