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3M Co's Cyborg Acquisition Corporation Updates On Ceradyne, Inc. Tender Offer

Wednesday, 28 Nov 2012 07:30am EST 

3M Co announced that its tender offer to purchase all issued and outstanding shares of common stock of Ceradyne, Inc. at a price of $35.00 per share was successful. The tender offer expired on November 27, 2012. The depositary for the tender offer has advised that, as of such time, a total of 21,093,164 shares were validly tendered and not withdrawn in the offer, representing approximately 87.7% of Ceradyne`s currently outstanding shares (or approximately 85.8% calculated on a fully diluted basis). 3M has accepted for payment all validly tendered shares. Pursuant to the previously announced merger agreement among Ceradyne, 3M, and 3M`s wholly owned subsidiary, Cyborg Acquisition Corporation. 3M will exercise the "top-up option" under the merger agreement, pursuant to which Cyborg Acquisition Corporation will purchase from Ceradyne additional shares of Ceradyne common stock, and intends to complete the second and final step of the acquisition, a short-form merger under Delaware law, later on November 28, 2012, pursuant to which Cyborg Acquisition Corporation will merge with and into Ceradyne and each share of Ceradyne common stock not tendered in the tender offer, other than those as to which holders exercise appraisal rights under Delaware law and those held by 3M or Ceradyne or their respective wholly owned subsidiaries, will be converted into the right to receive $35.00 per share in cash, without interest and less any required withholding taxes. 

Company Quote

-1.98 -1.40%
22 Oct 2014