Joy Global Inc. announces tender offer for remaining shares of China-based International Mining Machinery Holdings Ltd.
MILWAUKEE–(BUSINESS WIRE)– Joy Global Inc. (NYSE:JOY) (“Joy Global”) a worldwide leader in high productivity mining solutions today announced the commencement of a tender offer for the remaining outstanding shares of International Mining Machinery Holdings Ltd. (HKSE:1683) (“IMM”), a leading designer and manufacturer of underground mining equipment in China.
On December 29, 2011, Joy Global acquired approximately 41.1% of the outstanding common stock of IMM at a price of HKD8.50 per share. Combined with shares it previously owned, the transaction resulted in Joy Global’s ownership of approximately 69.2% of IMM’s shares. Joy Global, through its wholly owned Hong Kong subsidiary, Joy Global Asia Limited, is offering to purchase the remaining outstanding shares of IMM common stock for HKD8.50per share and to purchase all outstanding options to purchase IMM common stock for the amount by which HKD8.50 exceeds the exercise price of each option. The tender offer will expire at 4:00 p.m. Hong Kong time on February 3, 2012.
The tender offer is required by Rule 26.1 of the Hong Kong Takeovers Code as a result of Joy Global’s acquisition of greater than 30% of IMM’s outstanding common stock. The tender offer will be subject to the terms and conditions set out in the offer document, which has been approved by the Hong Kong Securities Futures Commission and is available on www.joyglobal.com and at http://investors.joyglobal.com/events.cfm.
About Joy Global
Joy Global is a worldwide leader in manufacturing, servicing and distributing equipment for surface mining through P&H Mining Equipment and underground mining through Joy Mining Machinery.
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,” “believe,” “could,” “estimate,” “expect,” “forecast,” “indicate,” “intend,” “may be,” “objective,” “plan,” “potential,” “predict,” “should,” “will,” “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 are made only as of the date of this press release. In addition, certain market outlook information is based on third-party sources that we cannot independently verify, but that we believe reliable. We undertake no obligation to update forward-looking statements to reflect new information. We 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. Such risks and uncertainties, many of which are beyond our control, include, but are not limited to: (i) risks of international operations, including currency fluctuations, (ii) risks associated with acquisitions, (iii) risks associated with indebtedness, (iv) risks associated with the cyclical nature of our business, (v) risks associated with the international and U.S. coal and copper commodity markets, (vi) risks associated with access to major purchased items, such as steel, castings, forgings and bearings, and (vii) risks associated with labor markets and other risks, uncertainties and cautionary factors set forth in our public filings with the Securities and Exchange Commission.
The directors of Joy Global and Joy Global Asia Limited (a wholly owned subsidiary of Joy Global and the entity which acquired the shares under the share purchase agreement and is making the offer) jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, except in relation to information on IMM, and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement, except in relation to information on IMM, misleading. The information relating to IMM contained in this announcement has been taken from the published annual and interim reports of IMM and from other public sources, including IMM’s website atwww.immchina.com. The directors of Joy Global and Joy Global Asia Limited take full responsibility for ensuring such information has been correctly and fairly reproduced.