[Exchange Offer Pdf Download In Hindi
Everardo Laboy
In a bond exchange offer,[2] bondholders may consensually exchange their existing bonds for another class of debt or equity securities. Companies will often seek to exchange their securities to extend maturities, reduce debt outstanding or convert debt into equity.
The exchange offer is expected to permit Cummins shareholders to exchange all or a portion of their shares of Cummins common stock for shares of Atmus common stock at a 7% discount, subject to an upper limit of 13.3965 shares of Atmus common stock for each share of Cummins common stock tendered and accepted in the exchange offer. If the upper limit is not in effect, tendering shareholders are expected to receive approximately $107.53 of Atmus common stock for every $100 of Cummins common stock tendered.
Cummins will determine the prices at which shares of Cummins common stock and shares of Atmus common stock will be exchanged by reference to the arithmetic average of the daily volume-weighted average prices of shares of Cummins common stock and Atmus common stock on the NYSE during the three consecutive trading days ending on and including the second trading day preceding the expiration date of the exchange offer, which would be March 7, 8 and 11, 2024, if the exchange offer is not extended or terminated. The final exchange ratio, reflecting the number of shares of Atmus common stock that tendering shareholders will receive for each share of Cummins common stock accepted in the exchange offer, will be announced by press release by 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the exchange offer (which expiration date, if the exchange offer is not extended or terminated, would be March 13, 2024). The final exchange ratio, when announced, and a daily indicative exchange ratio beginning on the third trading day of the exchange offer period, also will be available at www.okapivote.com/CumminsAtmusExchange.
The completion of the exchange offer is subject to certain conditions, including: at least 33,527,363 shares of Atmus common stock being distributed in exchange for shares of Cummins common stock validly tendered in the exchange offer; and the receipt of an opinion of counsel that the exchange offer will qualify for tax-free treatment to Cummins and its participating stockholders.
Cummins currently owns 67,054,726 shares of Atmus common stock, representing approximately 80.5% of the total outstanding shares of Atmus common stock. Cummins is offering to exchange 67,054,726 shares of Atmus common stock for outstanding shares of Cummins common stock in the exchange offer. If the exchange offer is consummated but not fully subscribed, Cummins intends to make a tax-free distribution to its shareholders of the shares of Atmus common stock that were offered but not exchanged in the exchange offer effected as a dividend on a pro rata basis to holders of Cummins common stock as of the record date.
Shareholders should reach out to their respective broker or provider for more information. Participation is voluntary and must be done by the established deadlines. No action is necessary for Cummins shareholders who choose not to participate.
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 in more than 140 countries 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.
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 (U.S.), 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.
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).
Johnson & Johnson also announced today that, in connection with the planned split-off, it has received a waiver of the 180-day lock up with respect to the shares of Kenvue common stock held by it from the joint lead book-running managers of the IPO.
The exchange offer will permit Johnson & Johnson shareholders to exchange some, all or none of their shares of Johnson & Johnson common stock for shares of Kenvue common stock at a 7% discount, subject to an upper limit of 8.0549 shares of Kenvue common stock per share of Johnson & Johnson common stock tendered and accepted in the exchange offer. If the upper limit is not in effect, tendering shareholders are expected to receive approximately $107.53 of Kenvue common stock for every $100 of Johnson & Johnson common stock tendered.
Johnson & Johnson will determine the prices at which shares of Johnson & Johnson common stock and shares of Kenvue common stock will be exchanged by reference to the arithmetic average of the daily volume-weighted average prices of shares of Johnson & Johnson common stock and Kenvue common stock on the NYSE during the three consecutive trading days ending on and including the second trading day preceding the expiration date of the exchange offer, which are expected to be August 14, 15 and 16, 2023, if the exchange offer is not extended or terminated. The final exchange ratio, reflecting the number of shares of Kenvue common stock that tendering shareholders will receive for each share of Johnson & Johnson common stock accepted in the exchange offer, will be announced by press release by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be August 18, 2023). The final exchange ratio, when announced, and a daily indicative exchange ratio beginning on the third trading day of the exchange offer period, also will be available at www.JNJSeparation.com.
The completion of the exchange offer is subject to certain conditions, including: at least 460,149,135 shares of Kenvue common stock being distributed in exchange for shares of Johnson & Johnson common stock validly tendered in the exchange offer; and the receipt of an opinion of counsel that the exchange offer will qualify for tax-free treatment to Johnson & Johnson and its participating stockholders.
Johnson & Johnson currently owns 1,716,160,000 shares of Kenvue common stock, representing approximately 89.6% of the total outstanding shares of Kenvue common stock. Johnson & Johnson is offering to exchange up to 1,533,830,450 shares of Kenvue common stock for outstanding shares of Johnson & Johnson common stock in the exchange offer. If the exchange offer is consummated but not fully subscribed, Johnson & Johnson intends to make a tax-free distribution to its shareholders of the shares of Kenvue common stock that were offered but not exchanged in the exchange offer effected as a dividend on a pro rata basis to holders of Johnson & Johnson common stock as of the record date. The record date for the clean-up spin-off, if any, is expected to be seven business days following the expiration date of the exchange offer.
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Shares of Johnson & Johnson common stock tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form promptly. In addition, the exchange agent will promptly credit shares of Kenvue common stock for distribution in the exchange offer in book-entry form to accounts maintained by the Kenvue transfer agent for tendering shareholders whose shares of Johnson & Johnson common stock were accepted in the exchange offer. Checks in lieu of fractional shares of Kenvue common stock will be delivered after the exchange agent has aggregated all fractional shares and sold them in the open market.
Johnson & Johnson to Provide Post-Separation Financials
As previously communicated, Johnson & Johnson will provide updated financials and 2023 guidance that will reflect operations as a two-sector company dedicated to Pharmaceutical and MedTech innovation, as well as its updated outstanding share count. The Company will provide this updated financial information via press release which will be available for investors at approximately 6:45 a.m. (Eastern Time) on Wednesday, August 30, 2023.