Cummins Recommends Rejection of Below Market Mini-Tender Offer from TRC Capital Corp.
COLUMBUS, Ind.--(BUSINESS WIRE)--
Cummins Inc. (NYSE:CMI) has been notified of an unsolicited mini-tender offer by TRC Capital Corp. of Toronto for TRC to purchase up to 1,000,000 (one million) shares of Cummins' stock at a price of $115.00 per share in cash.
This represents a 2.7 percent discount below Cummins' closing price on December 11, the day prior to the date of the offer, and a 6 percent discount below Cummins' closing price on Friday, December 14. Cummins is in no way associated with TRC, this mini-tender offer or the offer documentation.
Cummins does not endorse TRC's unsolicited mini-tender offer and recommends that stockholders not tender their shares in response to this offer.
CMI urges investors to obtain current market quotes on Cummins' stock, consult with their financial advisors and exercise caution in examining the mini-tender offer, which represents less than 1 percent of the Cummins' shares outstanding.
Shareholders should be aware that this mini-tender offer is highly conditional. The conditions allow TRC to change the terms of its offer - such as the price offered per share - in the event of various occurrences, including a stock split. As a reminder, CMI announced a two-for-one stock split, effective January 2, 2008, for shareholders of record on December 21, 2007.
The Securities and Exchange Commission (SEC) has issued an investor alert regarding mini-tender offers, noting that some bidders make such offers at below market prices hoping they will catch investors off guard if the investors do not compare the offer price to the current market price. The SEC advises that mini-tender offers - those offers made for less than 5 percent of a company's stock - typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide. The SEC's mini-tender offer tips may be found at http://www.sec.gov/investor/pubs/minitend.htm.
Cummins' shareholders who have already tendered are advised that they may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m. (EST) on Friday, Jan. 11, 2008.
About Cummins
Cummins Inc., a global power leader, is a corporation of complementary business units that design, manufacture, distribute and service engines and related technologies, including fuel systems, controls, air handling, filtration, emission solutions and electrical power generation systems. Headquartered in Columbus, Indiana, (USA) Cummins serves customers in more than 160 countries through its network of 550 Company-owned and independent distributor facilities and more than 5,000 dealer locations. Cummins reported net income of $715 million on sales of $11.4 billion in 2006. Press releases can be found on the Web at www.cummins.com.
Information provided in this release that is not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the company's expectations, hopes, beliefs and intentions on strategies regarding the future. It is important to note that the company's actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including, but not limited to, general economic, business and financing conditions, labor relations, governmental action, competitor pricing activity, expense volatility and other risks detailed from time to time in Cummins Securities and Exchange Commission filings.
Source: Cummins Inc.
Released December 17, 2007