FOR IMMEDIATE RELEASE Contact: Mary C. Auvin, 3M
Phone: (651) 736-2597
or
Tim Holt, MicroTouch Systems, Inc.
Phone: (978) 659-9000
3M TO ACQUIRE MICROTOUCH SYSTEMS, INC.
ST. PAUL, MINN. - November 13, 2000 - 3M and MicroTouch Systems, Inc.,
announced today that they have entered into a definitive agreement under which
3M will acquire MicroTouch Systems, Inc., a Methuen, Mass.-based manufacturer of
touch-screen products for approximately $160 million. 3M will commence the
transaction with a cash tender offer for 100 percent but not less than a
majority of the outstanding MicroTouch shares for $21 per share in cash. If a
majority of the outstanding shares are purchased in the tender offer, any
remaining MicroTouch shares will be exchanged for cash in the amount of $21 per
share in a merger of MicroTouch and 3M's acquisition subsidiary.
The transaction has been approved by the board of directors of both
companies and is subject to approval by the shareholders of MicroTouch,
customary closing conditions and regulatory approvals. The transaction is
expected to close in early 2001. Upon completion of the transaction, MicroTouch
will become a wholly owned subsidiary of 3M.
Andy Wong, division vice president, 3M Optical Systems Division, said,
"MicroTouch is an innovative company with talented people and fast growing,
quality products. This acquisition broadens our touch screen technologies,
complements our customer relationships, and fits into our strategy to expand
further in the touch screen and optical sector. Further, we believe we will
realize additional synergies between our technology and product platforms, as
well as our customer bases and cultures. We're enthusiastic about the prospects
of joining forces with MicroTouch and successfully growing this business."
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3M TO ACQUIRE MICROTOUCH -- 2
"We're delighted to be linking up with 3M," said Wes Davis, president
and chief executive officer, MicroTouch Systems, Inc. "We believe this
transaction will create value for shareholders and customers of both companies.
Our products and technological expertise, and our track record at innovation,
when combined with those of 3M, will open a whole new realm of possibilities. I
wish to assure our customers that we will work hard to minimize disruptions in
service during this transition and that the combined resources of 3M, 3M Dynapro
and MicroTouch should enhance opportunities to work together in the future."
Simultaneously with the execution of the merger agreement, MicroTouch
also granted 3M an option to acquire newly-issued shares of MicroTouch common
stock in an amount equal to 19.9 percent of the outstanding common stock of
MicroTouch. In addition, all directors and certain officers of MicroTouch have
entered into agreements to tender their shares to 3M.
ABOUT 3M
3M is a $16 billion diversified manufacturing and technology company
with operations in more than 60 countries. Headquartered in St. Paul, Minnesota,
3M makes a wide variety of products serving customers in dozens of markets,
including industrial, consumer and office, electronics, telecommunications,
health care, transportation safety and automotive. 3M is traded on the New York,
Chicago, Pacific and Swiss stock exchanges under the symbol MMM. It is one of
the 30 stocks that make up the Dow Jones Industrial Average and also is a
component of the Standard & Poor's 500 Index. Additional information about the
company is available on the Internet at www.3M.com.
ABOUT MICROTOUCH SYSTEMS, INC.
MicroTouch Systems, Inc. is a global company with 885 employees at 18
locations in 11 countries. Founded in 1982, the company reported sales of $157.5
million in 1999. MicroTouch has a global presence in the manufacture of computer
touch-screen display products. The company applies their technologies in a
variety of products, and markets them under the ClearTek and TouchTek brand
names. MicroTouch operates ISO 9001-certified manufacturing plants at its
worldwide headquarters in Methuen, Mass. and at its European headquarters in
Abingdon, England, and also maintains manufacturing facilities in Texas, along
with sales offices and distributors in more than 50 countries. The company's
website is www.microtouch.com.
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3M TO ACQUIRE MICROTOUCH -- 3
ADDITIONAL INFORMATION
THE TENDER OFFER THAT IS DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET
COMMENCED. ONCE THE TENDER OFFER COMMENCES, 3M WILL FILE A TENDER OFFER
STATEMENT AND MICROTOUCH WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH
THE SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD READ THESE DOCUMENTS WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER. YOU CAN OBTAIN THE TENDER OFFER STATEMENT, THE
SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS THAT WILL BE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE WHEN THEY ARE AVAILABLE ON
THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV. ALSO,
IF YOU WRITE OR CALL US, WE WILL SEND YOU THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT FOR FREE WHEN THEY ARE AVAILABLE.
MICROTOUCH SYSTEMS, INC. SHAREHOLDERS ARE ADVISED TO READ THE TENDER
OFFER STATEMENT REGARDING THE ACQUISITION OF MICROTOUCH SYSTEMS, INC.,
REFERENCED IN THIS PRESS RELEASE, WHICH WILL BE FILED BY 3M WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION AND THE RELATED SOLICITATION RECOMMENDATION
(INCLUDING AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER. THESE DOCUMENTS WILL BE AVAILABLE AT NO CHARGE AT THE
SEC'S WEBSITE AT www.sec.gov AND MAY ALSO BE OBTAINED FROM 3M BY DIRECTING SUCH
REQUEST TO INVESTOR RELATIONS AT (651) 736-1915.
3M and MicroTouch also file annual, quarterly and special reports,
proxy statement and other information with the SEC. Investors may read and copy
any reports, statements or other information filed by each company on the SEC's
website (http://www.sec.gov) or at the SEC's public reference rooms at 450 Fifth
Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on public reference rooms. 3M's and MicroTouch Systems,
Inc.'s SEC filings are also available to the public over the Internet at EDGAR
Online, Inc.'s web site at http://www.freeedgar.com.
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3M TO ACQUIRE MICROTOUCH -- 4
NOTE ON FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that reflect
current views and estimates of 3M's management and MicroTouch Systems, Inc.'s
management of future economic circumstances, industry conditions, company
performance and financial results. The statements are based on many assumptions
and factors including: the results of the tender offers, worldwide economic
conditions; foreign exchange rates and fluctuations in those rates; the timing
and acceptance of new product offerings; raw materials, including shortages and
increases in the costs of key raw materials; 3M's ability to successfully manage
acquisitions, divestitures and strategic alliances; and legal proceedings. Any
changes in such assumptions or factors could produce significantly different
results.
FROM:
3M Corporate Media Relations
3M Center, Building 225-1S
St. Paul, MN 5514-1000
