Joy Global Inc. Announces Results of Consent Solicitation
24 Januar 2017 - 12:08AM
Business Wire
Joy Global Inc. (NYSE: 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
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170123006153/en/
Joy Global Inc.Caley Clinton,
414-712-9728caley.clinton@joyglobal.com
Joy Global Inc. (delisted) (NYSE:JOY)
Historical Stock Chart
Von Dez 2024 bis Jan 2025
Joy Global Inc. (delisted) (NYSE:JOY)
Historical Stock Chart
Von Jan 2024 bis Jan 2025