3M (NYSE:MMM) today announced that its direct wholly-owned subsidiary, Ventura Acquisition Corporation, has extended its cash tender offer for Cogent, Inc. (NASDAQ:COGT).
The expiration date of the subsequent offering period has been extended to 5:00 PM, New York City time, on October 26, 2010. As of 12:00 midnight, New York City time, on October 22, 2010, approximately 16.7 million shares were tendered in the subsequent offering period and Ventura Acquisition Corporation has accepted for payment all tendered shares. Ventura Acquisition Corporation now owns approximately 63.1 million Cogent shares, representing approximately 70.1 percent of Cogent’s outstanding shares (calculated on a fully diluted basis).
If, following expiration of the subsequent offering period, Ventura Acquisition Corporation owns more than approximately 66.5 million Cogent shares, 3M intends to exercise the option, under the terms of the previously announced merger agreement, to purchase directly from Cogent a number of additional shares sufficient to give Ventura Acquisition Corporation ownership of one share more than 90% of Cogent’s outstanding common stock. This would permit Ventura Acquisition Corporation to complete a short-form merger with Cogent under Delaware law without the need for a meeting of Cogent’s shareholders.
If, after expiration of the subsequent offering period, Ventura Acquisition Corporation owns less than such number of Cogent shares, 3M intends to acquire the remaining publicly held shares of Cogent common stock in a second-step merger that will be completed following approval of the merger at a meeting of Cogent shareholders to be held as soon as practicable. As a result of the purchase of shares in the tender offer, 3M has sufficient voting power to approve the merger at such meeting without the vote of any other holder of Cogent shares.
In either case, upon completion of such merger each outstanding Cogent share that was not acquired by 3M in the offer (and other than shares as to which appraisal rights under Delaware law are properly exercised) will be converted into the right to receive $10.50 in cash (without interest and subject to applicable withholding taxes) and Cogent will become a wholly-owned subsidiary of 3M.