FOR IMMEDIATE RELEASE
Contact: Robinson Nugent, Inc. Contact: Mary C. Auvin, 3M
Name: Bob Knabel Phone: 651/736-2597
Address: 800 E. 8th Street FAX: 651/575-0616
P.O. Box 1208 E-mail: [email protected]
New Albany, IN 47151
Tel: 812-941-3501
3M TO ACQUIRE ELECTRONIC INTERCONNECT MANUFACTURER ROBINSON NUGENT, INC.
AUSTIN, TEXAS & NEW ALBANY, IND. - October 3, 2000 - 3M (NYSE: MMM) and
Robinson Nugent, Inc. (NASDAQ: RNIC) announced today that they have entered
into a definitive merger agreement under which 3M will acquire Robinson
Nugent, Inc., a New Albany, Indiana-based manufacturer of electronic
interconnect products for approximately $115 million, including the
assumption of debt. The merger is structured as a tax-free, stock-for-stock
transaction, in which each outstanding Robinson Nugent, Inc. common share
will be exchanged for $19.00 of 3M common stock, subject to certain collar
provisions.
The transaction has been approved by the boards of directors of both
companies and is subject to approval by the shareholders of Robinson
Nugent, Inc., customary closing conditions, and regulatory reviews. The
transaction is expected to close in late 2000 or in early 2001. Upon
completion of the merger, Robinson Nugent, Inc., will become a wholly owned
subsidiary of 3M.
3M also entered into a voting and stock option agreement with four Robinson
Nugent, Inc. stockholders, owning approximately 31% of the outstanding
Robinson Nugent, Inc. common shares on a fully diluted basis, under which
the shareholders have agreed to vote their shares in favor of the merger
and 3M has the option in certain circumstances to acquire the shares for
cash at $19 per share.
John K. Woodworth, general manager, 3M Interconnect Solutions Division,
said, "Robinson Nugent is an innovative company with talented people and
fast growing, quality products. This acquisition broadens our product base
by giving us higher speed copper interconnects, complements our customer
relationships, and fits into our strategy to expand further in the
telecommunications 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 Robinson Nugent and successfully growing this
business."
"We're delighted to be linking up with 3M, " said Patrick Duffy, chairman
of the board, Robinson Nugent, 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 there will be no disruption in service
during this transition and that the combined resources of 3M and Robinson
Nugent should strengthen opportunities to work together in the future."
TRANSACTION TERMS
The number of shares of 3M Common Stock to be issued to Robinson Nugent,
Inc. shareholders will fluctuate within a collar so that Robinson Nugent
shareholders receive, for each share, $19.00 worth of 3M Common Stock if
the average closing trading price of 3M Common Stock is between $82 and
$100 per share, as described in the merger agreement. The exchange ratio
outside the collar will be fixed. The transaction will be accounted for as
a purchase.
ABOUT THE 3M INTERCONNECT SOLUTIONS DIVISION
3M formed the Interconnect Solutions Division in February 2000 to focus on
the electronic interconnect business. The 3M Interconnect Solutions
Division designs, manufactures, and markets electronic interconnect
solutions primarily for computers, telecommunications equipment, and test
equipment. Products and services cover a wide range of copper and fiber
connectors, cables, and cable/connector assemblies.
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 ROBINSON NUGENT, INC.
Robinson Nugent, Inc. is a global company with 849 employees at nine
locations in eight countries. For the year ended June 2000, it had annual
revenue of $93 million. Robinson Nugent designs, manufactures, and markets
electronic connectors, integrated circuit sockets and cable assemblies. Its
products are sold throughout the world for use by manufacturers of
computers, telecommunications equipment and industrial controls, and a wide
variety of other products to interconnect components of electronic systems.
ADDITIONAL INFORMATION
SHAREHOLDERS OF ROBINSON NUGENT AND OTHER INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS THAT WILL BE INCLUDED IN THE REGISTRATION
STATEMENT ON FORM S-4 TO BE FILED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION (SEC) IN CONNECTION WITH THE PROPOSED MERGER. THE PROXY
STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT 3M, ROBINSON
NUGENT, INC. AND THE ACQUISITION AND ABOUT PERSONS SOLICITING PROXIES IN
THE ACQUISITION, INCLUDING OFFICERS AND DIRECTORS OF ROBINSON NUGENT, INC.,
AND THEIR INTEREST IN THE ACQUISITION.
After it is filed with the SEC, investors may obtain a free copy of the
proxy statement/prospectus on the SEC's website (http://www.sec.gov). A
proxy statement/prospectus with respect to the proposed merger will also be
made available for free to -------------------- Robinson Nugent, Inc.
stockholders by Robinson Nugent, Inc. and 3M.
3M and Robinson Nugent, Inc. 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.
NOTE ON FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that reflect current
views and estimates of 3M's management and Robinson Nugent, Inc.'s
management of future economic circumstances, industry conditions, company
performance and financial results. The statements are based on many
assumptions and factors including: 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.
