Cummins takes step to fully split from Atmus

Cummins Inc. announced it will commence an exchange offer to fully split off its remaining interest in Atmus Filtration Technologies Inc., a move that it said will benefit both companies.

Photo: Atmus Filtration Technologies

“This separation will create value for both Cummins and Atmus, allowing Cummins to continue its focus on key strategic initiatives and innovating in both core and new technologies, while allowing the filtration business the ability to operate and grow with flexibility,” said Cummins Chair and CEO Jennifer Rumsey. “Leveraging its advanced filtration technologies and capabilities, Atmus is well positioned to grow into new markets and help both existing and new customers be successful. We believe now is the right time to distribute our Atmus shares, and we are confident that the share exchange is the appropriate path forward to bring the greatest value to shareholders.”

Atmus completed its initial public offering in May 2023, in which 19.5%, or 16,243,070 shares, of Atmus’ common stock was sold, with Cummins retaining 80.5% or 67,054,726 shares. Through the planned exchange offer, Cummins shareholders will have the option to exchange all, some or none of their shares of Cummins common stock for shares of Atmus common stock, subject to the terms of the exchange offer.

Shareholders will have the opportunity to exchange shares at a 7% discount, subject to an upper limit of 13.3965 shares of Atmus common stock for each share of Cummins common stock tendered and accepted in the exchange offer. If the upper limit is not in effect, tendering shareholders are expected to receive approximately $107.53 of Atmus common stock for every $100 of Cummins common stock tendered, Cummins noted.

In connection with the exchange offer, Atmus issued an information statement saying it will file a Form S-4 Registration Statement with the Securities and Exchange Commission.

Responding to the announcement, Steph Disher, Atmus CEO, said that the exchange offer “marks an important milestone in our 65-year history of providing industry-leading filtration and media solutions to our customers.”

The company’s Fleetguard filters, coolants and other products are used in agriculture, municipal transportation, construction, marine, mining, oil and gas, trucking, rail, power generation and others.

“Our Atmus team delivered strong performance in our first year as a public company,” she stated, “and we are just getting started. I am excited to work alongside our talented and highly capable team to realize the full potential of Atmus as we transition to a fully independent company.”