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3M Announces Receipt of Final Antitrust Clearance Regarding Acquisition of Ceradyne

  3M Announces Receipt of Final Antitrust Clearance Regarding Acquisition of
  Ceradyne

Business Wire

ST. PAUL, Minn. -- November 16, 2012

3M (NYSE:MMM) announced today that on November 15, 2012, it received clearance
from the Austrian Federal Competition Authority with respect to its previously
announced tender offer for all issued and outstanding shares of common stock
of Ceradyne, Inc. (NASDAQ: CRDN) at a price of $35.00 per share (the “Offer”).
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, 2012, and 3M received clearance from the
German Federal Cartel Office on October 30, 2012. 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 P.M. (New York City time) on Tuesday,
November 27, 2012, unless the Offer is extended.

Additional Information

This news release and the description contained herein is neither an offer to
purchase nor a solicitation of an offer to sell shares of Ceradyne, Inc. On
October 15, 2012, 3M and its wholly owned subsidiary, Cyborg Acquisition
Corporation, filed with the Securities and Exchange Commission (the “SEC”) a
Tender Offer Statement on Schedule TO containing an offer to purchase, a form
of letter of transmittal and other documents relating to the tender offer, and
Ceradyne filed with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. 3M, Cyborg Acquisition
Corporation and Ceradyne mailed these documents to the stockholders of
Ceradyne. These documents contain important information about the tender offer
and stockholders of Ceradyne are urged to read them carefully. Stockholders of
Ceradyne can obtain a free copy of these documents and other documents filed
by Ceradyne, 3M or Cyborg Acquisition Corporation with the SEC at the website
maintained by the SEC at www.sec.gov. In addition, stockholders can obtain a
free copy of these documents from Georgeson, Inc., the information agent for
the tender offer, toll-free at (866) 257-5415, or from 3M.

Forward-Looking Statements

This news release contains forward-looking statements about 3M’s and
Ceradyne’s financial results and estimates and/or business prospects that
involve substantial risks and uncertainties. You can identify these statements
by the use of words such as “anticipate,” “estimate,” “expect,” “project,”
“intend,” “plan,” “believe,” “will,” “target,” “forecast,” “future,”
“opportunity,” “accelerate” and other words and terms of similar meaning in
connection with any discussion of future operating or financial performance or
business plans or prospects. Such statements are qualified by the inherent
risks and uncertainties surrounding future expectations generally, and also
may materially differ from actual future experience involving any one or more
of such statements. Such risks and uncertainties include: uncertainties as to
the timing of the tender offer and merger; uncertainties as to how many
Ceradyne stockholders will tender their shares of Ceradyne stock in the tender
offer; the risk that competing offers will be made; the possibility that
various closing conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; any conditions imposed by
governmental or regulatory authorities in connection with consummation of the
tender offer and the merger; satisfaction of various other conditions to the
completion of the tender offer and the merger contemplated by the merger
agreement; the possibility that expected benefits may not materialize as
expected; and other risk factors as set forth from time to time in 3M’s and
Ceradyne’s filings with the SEC. The factors that could cause actual results
to differ materially include the following: (1) worldwide economic and capital
markets conditions and other factors beyond 3M’s or Ceradyne’s control,
including natural and other disasters affecting the operations of 3M, Ceradyne
or their respective customers and suppliers; (2) 3M’s credit ratings and its
cost of capital; (3) competitive conditions and customer preferences; (4)
foreign currency exchange rates and fluctuations in those rates; (5) the
timing and market acceptance of new product offerings; (6) the availability
and cost of purchased components, compounds, raw materials and energy
(including oil and natural gas and their derivatives) due to shortages,
increased demand or supply interruptions (including those caused by natural
and other disasters and other events); (7) the impact of acquisitions,
strategic alliances, divestitures, and other unusual events resulting from
portfolio management actions and other evolving business strategies, and
possible organizational restructuring; (8) generating fewer productivity
improvements than estimated; (9) security breaches and other disruptions to
3M’s information technology infrastructure; and (10) legal proceedings,
including significant developments that could occur in the legal and
regulatory proceedings described in 3M’s Annual Report on Form 10-K for the
year ended December 31, 2011 and its subsequent quarterly reports on Form 10-Q
(the “3M Reports”). Changes in such assumptions or factors could produce
significantly different results. A further description of these factors is
located in the 3M Reports under “Risk Factors,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and “Quantitative
and Qualitative Disclosures About Market Risk” in Part I, Item 1A and Part II,
Items 7 and 7A (Annual Report) and in Part I, Items 2 and 3 and Part II, Item
1A (Quarterly Report) and in Part I, Item 1A of Ceradyne’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2011 under “Risk Factors.”
The information contained in this news release is as of the date indicated. 3M
and Ceradyne assume no obligation to update any forward-looking statements
contained in this news release as a result of new information or future events
or developments.

About Ceradyne, Inc.

Founded in 1967, Ceradyne has diversified its product lines to capture
opportunities created by the growing demand for better materials performance.
Ceradyne develops, manufactures and markets advanced technical ceramic
products and components for defense, industrial, energy, automotive/diesel and
commercial applications. Additional information can be found at Ceradyne’s
website: www.Ceradyne.com.

About 3M

3M captures the spark of new ideas and transforms them into thousands of
ingenious products. Our culture of creative collaboration inspires a
never-ending stream of powerful technologies that make life better. 3M is the
innovation company that never stops inventing. With $30 billion in sales, 3M
employs 84,000 people worldwide and has operations in more than 65 countries.
For more information, visit www.3M.com or follow @3MNews on Twitter.

Contact:

Media Contact:
3M
Donna Fleming Runyon, 651-736-7646
or
Investor Contacts:
3M
Matt Ginter, 651-733-8206
or
Bruce Jermeland, 651-733-1807