MILWAUKEE--(BUSINESS WIRE)--
Joy Global Inc. (JOY), a worldwide leader in high-productivity mining solutions (the “Company”), today announced that it had received, as of 5:00 p.m., New York City time, consents from the holders of a majority of its 5.125% Senior Notes due 2021 and 6.625% Senior Notes due 2036 (collectively, the “Notes”), voting together as a single class, to the Company’s proposed amendments (the “Amendments”) to the indenture governing the Notes (the “Indenture”). The terms and conditions of the consent solicitation were set forth in the consent solicitation statement dated January 10, 2017 and the related Letter of Consent.
As previously announced on July 21, 2016, the Company, Komatsu America Corp. (“Komatsu America”), Pine Solutions Inc., a wholly owned subsidiary of Komatsu America (“Merger Sub”), and (solely for the purposes specified therein) Komatsu Ltd. (“Komatsu”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”). Upon completion of the Merger, the Company will become a direct wholly owned subsidiary of Komatsu America and an indirect wholly owned subsidiary of Komatsu. The Company’s stockholders approved the Merger Agreement at a special meeting of stockholders held on October 19, 2016. The Merger remains subject to certain regulatory approvals outside the United States and customary closing conditions. The Merger is on track to be completed by mid-2017, but may occur earlier depending on the progress of the remaining regulatory clearance procedures.
The Company will, upon the satisfaction or waiver of the remaining conditions described in the consent solicitation statement, including the closing of the Merger, promptly pay to each holder of Notes who delivered (and did not validly revoke) a valid consent in favor of the Amendments, a cash payment of $2.50 for each $1,000 principal amount of Notes in respect of which such consent was delivered.
Having received the requisite consents, the Company intends to execute a supplemental indenture to implement the Amendments. The supplemental indenture will modify the Indenture’s reporting covenant to provide that, following the closing of the Merger, in the event that Komatsu decides, in its sole discretion, to provide an unconditional guarantee of the Company’s payment obligations under the Indenture with respect to the Notes, Komatsu will post on its website annual, quarterly and event-specific reports (prepared under applicable Japanese law and translated into English) that it is required to publish under the Financial Instruments and Exchange Act of Japan and the rules governing timely disclosure of corporate information by issuers of listed securities on the Tokyo Stock Exchange. These reports would be made available to holders of the Notes in lieu of the Company’s existing annual, quarterly and current reporting, which the Company would cease producing for so long as a Komatsu guarantee remains in force. The supplemental indenture will also contain mechanical provisions regarding the potential guarantee by Komatsu of the Company’s payment obligations under the Indenture with respect to the Notes.
Questions regarding the consent solicitation may be directed to the Solicitation Agent, Mizuho Securities USA Inc., Attention: Liability Management Group, at (866) 271-7403 (toll free) or (212) 205-7736 (collect), or the Information Agent and Tabulation Agent, D.F. King & Co., Inc., at (800) 967-5019 (toll free), (212) 269-5550 (banks and brokers) or joy@dfking.com.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitation was made solely by the consent solicitation statement and related letter of consent and was subject to the terms and conditions stated therein.
About Joy Global
Joy Global is a leading provider of advanced equipment, systems and direct services for the global mining industry. Joy Global’s P&H, Joy and Montabert branded equipment is a critical component of operations in a variety of commodity markets including energy, hard rock and industrial minerals. Based in Milwaukee, Wisconsin, USA, Joy Global employs 10,500 people in 20 countries. For more information visit www.joyglobal.com.
Cautionary statement regarding forward-looking statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Terms such as “anticipate,” “around,” “believe,” “could,” “estimate,” “expect,” “forecast,” “indicate,” “intend,” “may be,” “objective,” “plan,” “potential,” “predict,” “project,” “should,” “will be,” and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this press release are based on our current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from any forward-looking statement. These important risks and uncertainties are described in greater detail in the Company’s Annual Report on Form 10-K for the fiscal year ended October 28, 2016. Forward-looking statements contained herein are made only as to the date of this press release and the Company undertakes no obligation to update forward-looking statements to reflect new information. The Company cannot assure you the projected results or events will be achieved. Because forward-looking statements involve risks and uncertainties, they are subject to change at any time.
JOY-G
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