This Amendment No. 4 (this “Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO filed by Cummins Inc., an Indiana corporation (“Cummins”), with the Securities and Exchange Commission (the “SEC”) on February 14, 2024, as amended by Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO, filed with the SEC on March 8, 2024, Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO, filed with the SEC on March 12, 2024 and Amendment No. 3 to the Issuer Tender Offer Statement on Schedule TO, filed with the SEC on March 14, 2024 (as so amended, the “Schedule TO”). This Amendment relates to the offer by Cummins to exchange up to an aggregate of 67,054,726 shares of common stock of Atmus Filtration Technologies Inc., a Delaware corporation (“Atmus”), par value $0.0001 per share (“Atmus Common Stock”), for outstanding shares of common stock of Cummins, par value $2.50 per share (“Cummins Common Stock”), upon the terms and subject to the conditions set forth in the Prospectus, dated March 7, 2024 (the “Prospectus”), the Letter of Transmittal and the Instruction Booklet to the Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Exchange Offer”). In connection with the Exchange Offer, Atmus has filed with the SEC under the Securities Act of 1933, as amended, a registration statement on Form S-4 (Registration No. 333-277051) (as amended through the date hereof, the “Registration Statement”) to register shares of Atmus Common Stock offered in exchange for shares of Cummins Common Stock tendered in the Exchange Offer.
As permitted by General Instruction F to Schedule TO, the information set forth in the Prospectus, the Letter of Transmittal and the Instruction Booklet to the Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively, is hereby expressly incorporated by reference in response to all the items of this Schedule TO, except as otherwise set forth below. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO.
Item 4. Terms of the Transaction.
Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Exchange Offer, is hereby amended and supplemented by adding the following thereto:
(a) Material Terms.
The Exchange Offer expired at 12:00 midnight, New York City time, at the end of the day on March 13, 2024. Cummins accepted for exchange 5,574,051 shares of Cummins Common Stock in exchange for 67,054,719 shares of Atmus Common Stock owned by Cummins. Each share of Cummins Common Stock accepted for exchange by Cummins was exchanged for 12.0298 shares of Atmus Common Stock.
Because the Exchange Offer was oversubscribed, Cummins accepted only a portion of the shares of Cummins Common Stock that were validly tendered and not properly 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 validly tendered all of their shares, were not subject to proration, in accordance with the terms of the Exchange Offer. All shares validly tendered by eligible “odd-lot” shareholders have been accepted. The final proration factor of 6.99255200% was applied to all other validly tendered shares of Cummins Common Stock that were subject to proration to determine the number of such shares that were accepted.
Based on the final count by the exchange agent, Broadridge Corporate Issuer Solutions, LLC, the results of the Exchange Offer are as follows:
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Total number of shares of Cummins Common Stock validly tendered
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65,176,180 |
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Shares validly tendered that were subject to proration
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64,081,568 |
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“Odd-lot” shares validly tendered that were not subject to proration
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1,094,612 |
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Total number of shares of Cummins Common Stock accepted
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5,574,051 |
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On March 18, 2024, Cummins issued a press release announcing the final results of the Exchange Offer, a copy of which is attached as Exhibit (a)(4)(lii) hereto and is incorporated herein by reference.