Business News

3M Completes Subsequent Offering Period for Shares of Cogent, Inc.

Thursday 28. October 2010 - 3M (NYSE:MMM) today announced that its direct wholly-owned subsidiary, Ventura Acquisition Corporation, has completed its cash tender offer for Cogent, Inc. (NASDAQ:COGT).

The subsequent offering period under the tender offer for all of the outstanding shares of Cogent expired at 5:00 p.m., New York City time, on Oct. 26, 2010. Approximately 18.5 million shares were tendered in the subsequent offering period and Ventura Acquisition Corporation has accepted for payment all tendered shares. Ventura Acquisition Corporation now owns approximately 64.9 million Cogent shares, representing approximately 72.1 percent of Cogent’s outstanding shares (calculated on a fully diluted basis).
As contemplated by the terms of the previously announced merger agreement, 3M intends to acquire the remaining publicly held shares of Cogent common stock in a second-step merger in which each outstanding Cogent share that was not acquired by 3M in the offer (and other than shares as to which appraisal rights under Delaware law are properly exercised) will be converted into the right to receive $10.50 in cash (without interest and subject to applicable withholding taxes) and Cogent will become a wholly-owned subsidiary of 3M. The second-step merger will be completed following approval of the merger at a meeting of Cogent shareholders to be held as soon as practicable. As a result of the purchase of shares in the tender offer, 3M has sufficient voting power to approve the merger at such meeting without the vote of any other holder of Cogent shares. On Oct. 25, 2010, Cogent filed a preliminary proxy statement with the Securities and Exchange Commission and expects that the merger will be completed in the fourth quarter.