3M in UK Public Takeover of E Wood Holdings plc

March 22, 2007

Cleary Gottlieb is representing long-time client 3M Company in the acquisition by its subsidiary 3M UK Holdings Limited of UK specialist-coatings supplier and manufacturer E Wood Holdings plc. The board of 3M and E Wood announced a recommended cash offer for the entire issued and to be issued share capital of E Wood on March 22, 2007.

The offer is a public takeover subject to the UK City Code on Takeovers and Mergers. As part of the transaction 3M has secured irrevocable undertakings to accept the offer from the target board and certain other shareholders, representing in aggregate over 50% of the issued and outstanding shares of E Wood. The deal is scheduled to close later this year, subject to receiving acceptances from target shareholders, and is conditional upon standard antitrust approvals being obtained.

3M is a global diversified technology group serving customers in more than 200 countries around the world with its headquarters in St. Paul, Minnesota. 3M's brands include Scotch, Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Command and Vikuiti. Cleary Gottlieb acted for 3M on its successful recommended cash offer for pharmaceutical company Biotrace International plc in 2006, which was also subject to the UK Takeover Code.