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3M (MMM) Receives Final Antitrust Clearance For Purchase Of Ceradyne (CRDN)

 November 16, 2012 12:26 PM

(By Balaseshan) 3M Co. (NYSE: MMM), a diversified technology company, said it has received final antitrust clearance from the Austrian Federal Competition Authority regarding acquisition of Ceradyne Inc. (NASDAQ: CRDN).

3M on Thursday received clearance with respect to its previously announced tender offer for all issued and outstanding common shares of the maker of ceramic products, Ceradyne, at a price of $35.00 per share, or roughly $860 million.

The U.S. Federal Trade Commission previously granted early termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, on October 15.

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3M received clearance from the German Federal Cartel Office on October 30. With the receipt of the above clearances, the condition of the offer with respect to clearance under applicable antitrust and competition laws has been completely satisfied.

The offer remains subject to the satisfaction of certain other conditions. The offer is scheduled to expire at 5:00 pm on November 27, unless the offer is extended.

The deal, worth $670 million net of cash, short-term investments and debt acquired, represents a premium of 43% to CRDN's closing price on September 28 of $24.43. The deal is expected to be completed during the fourth quarter.

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3M expects the acquisition to add a cent to its earnings in the first 12 months following the completion of the deal, excluding adjustments. On a GAAP basis, 3M expects the deal to reduce its earnings by 5 cents.

3M operates in six business segments: Industrial and Transportation; Health Care; Consumer and Office; Safety, Security and Protection Services; Display and Graphics, and Electro and Communications. 3M products are sold through distribution channels, including directly to users and through wholesalers, retailers, jobbers, distributors and dealers in a number of countries worldwide.

MMM is trading up 1.28% at $89.15 on Friday, while CRDN trades up 0.11% at $34.93.

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