Joy Global Inc. : Announces Tender Offer for Remaining Shares of China-Based International Mining Machinery Holdings Limited
01/06/2012| 09:05am US/Eastern
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 HKD8.50 per 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
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 at www.immchina.com.
The directors of Joy Global and Joy Global Asia Limited take full
responsibility for ensuring such information has been correctly and
Joy Global Inc.
Michael S. Olsen
Chief Financial Officer
© Business Wire 2012