FOR IMMEDIATE RELEASE
Contact, Robert L. Knabel, Robinson Nugent, Inc. Contact: Mary C. Auvin, 3M
Phone: 812/945-0211 Phone: 651/736-2597
FAX: 812/948-2150 FAX: 651/575-0616
Email bobk@robinsonnugent.com E-mail: mcauvin@mmm.com
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.
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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.
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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.
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