Filed on 2010-10-27 by 3m Co SEC CIK 66740 Form 3
Accession 0001104659-10-054028.txt Sec File: edgar/data/66740/0001104659-10-054028-index.htm
2010-10-08 3m Co (CIK 66740) through See Explanation Of Responses
Invested in Cogent Inc remaining shares owned 64921969
Common Stock Cogent Inc Cogt
f1 this statement is being filed by 3m company ("3m") and ventura acquisition corporation ("purchaser" and, together with 3m, the "reporting persons"). purchaser is a wholly-owned subsidiary of 3m.
f2 as of october 26, 2010, purchaser beneficially owned directly, and 3m may be deemed to have beneficially owned indirectly, an aggregate of 64,921,969 shares of common stock, par value $0.001 per share (the "shares") of cogent, inc. (the "issuer").
f3 as disclosed in the schedule to filed with the securities and exchange commission by 3m on september 10, 2010, as amended and supplemented, 3m, purchaser and the issuer entered into an agreement and plan of merger dated august 29, 2010 (the "merger agreement"). pursuant to the merger agreement, 3m and purchaser commenced a tender offer to purchase all of the outstanding shares at a purchase price of $10.50 per share on september 10, 2010 (the "initial offering period"). the initial offering period expired at 12:00 midnight, new york city time, on thursday, october 7, 2010. (continued in footnote 4)
f4 on october 8, 2010, 3m and purchaser commenced a subsequent offering period for all remaining untendered shares (the "subsequent offering period"). the subsequent offering period was scheduled to expire at 12:00 midnight, new york city time, on friday, october 22, 2010. on october 25, 2010, 3m and purchaser extended the subsequent offering period for all remaining untendered shares. the extended subsequent offering period expired at 5:00 p.m., new york city time, on tuesday, october 26, 2010.
f5 pursuant to rule 16a-1(a)(4) under the securities exchange act of 1934, as amended (the "exchange act"), this filing shall not be deemed an admission that the reporting persons are, for purposes of section 16 of the exchange act or otherwise, the beneficial owners of any shares in excess of such amounts.