Joy Global Inc. (NYSE:JOY) ("Joy Global") a worldwide leader in
high productivity mining solutions today announced that it has received
approval from the Anti-monopoly Bureau of the Ministry of Commerce of
the People's Republic of China for its planned purchase of International
Mining Machinery Holdings Limited (HKSE:1683) ("IMM"), a leading
designer and manufacturer of underground mining equipment in China.
These shares represent approximately 41.1% of the outstanding common
stock of IMM.
Pursuant to the terms set forth in the Share Purchase Agreement, dated
July 11, 2011, as amended, between Joy Global and TJCC Holdings Limited
("TJCC"), Joy Global will now purchase TJCC's 41.1% IMM shareholding at
a price of HKD8.50 per share, or approximately $584 million at current
exchange rates. Completion of the Share Purchase Agreement is expected
to take place by December 30, 2011. After closing, Joy Global will own
approximately 69.2% of IMM's outstanding common stock.
Upon closing of the purchase of IMM shares from TJCC, Joy Global will be
required to make unconditional cash tender offers for the remaining
outstanding shares of IMM common stock and all outstanding IMM share
options pursuant to the Hong Kong Takeovers Code. The tender offers will
be launched by Joy Global's wholly owned Hong Kong subsidiary, Joy
Global Asia Limited, and will be subject to the terms and conditions to
be set out in the offer document. The offer document is subject to
approval by the Hong Kong Securities and Futures Commission and
following such approval will be made available on www.joyglobal.com.
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 acquiring the shares under the
share purchase agreement and 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
Executive Vice President and
Source: Joy Global Inc.
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