Item 2.01
Completion of Acquisition or Disposition of Assets.
As previously disclosed, on September 30, 2012, Ceradyne, Inc., a Delaware corporation (the Company or Ceradyne), 3M Company (3M) and Cyborg Acquisition Corporation (Purchaser), a wholly owned subsidiary of 3M, entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer to purchase all outstanding shares of the common stock of Ceradyne (the Shares) at a price of $35.00 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 15, 2012 (as amended or supplemented, the Offer to Purchase), and the related Letter of Transmittal (which, together with the Offer to Purchase, constituted the Offer).
On November 28, 2012, 3M announced that the initial offering period of the Offer expired at 5:00 p.m., New York City time, on November 27, 2012, and that as of such time, based on the information provided by the depositary for the Offer, a total of 21,093,164 Shares were validly tendered and not withdrawn in the Offer, representing approximately 87.7% of Ceradynes then outstanding Shares (or approximately 85.8% calculated on a fully diluted basis). In addition, Notices of Guaranteed Delivery were delivered with respect to 1,824,343 Shares, representing approximately 7.6% of Ceradynes then outstanding Shares. Purchaser accepted for payment all Shares that were validly tendered and not withdrawn in accordance with the terms of the Offer.
In order to accomplish the Merger (as defined below), on November 28, 2012, pursuant to the terms and subject to the conditions of the Merger Agreement, Purchaser exercised the Top-Up Option (as defined below), which permitted Purchaser to purchase the Top-Up Shares (as defined below). Immediately following the issuance of the Top-Up Shares to Purchaser, Purchaser owned in excess of 90% of the Shares outstanding at such time.
On November 28, 2012, Purchaser effected a short-form merger under Delaware law, pursuant to which Purchaser merged with and into Ceradyne (the Merger), with Ceradyne surviving as a wholly owned subsidiary of 3M.
The information set forth in Item 3.03 and Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to Ceradynes Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on October 2, 2012 and is incorporated herein by reference.