Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
JOY GLOBAL INC.(A Delaware Corporation) (Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1683) POSTING OF OFFER DOCUMENT AND RESIGNATION AND APPOINTMENT OF DIRECTORS AND ISSUANCE OF SHARES PURSUANT TO THE EXERCISE OF SHARE OPTIONS MANDATORY CASH OFFERS BY UBS AG AND GOLDMAN SACHS (ASIA) L.L.C. ON BEHALF OF JOY GLOBAL ASIA LIMITED, A WHOLLY OWNED SUBSIDIARY OF JOY GLOBAL INC., TO ACQUIRE ALL OF THE ISSUED SHARES IN THE CAPITAL OF INTERNATIONAL MINING MACHINERY HOLDINGS LIMITED (OTHER THAN THOSE SHARES ALREADY OWNED BY JOY GLOBAL ASIA LIMITED) AND FOR THE CANCELLATION OF ALL THE OUTSTANDING SHARE OPTIONS OF INTERNATIONAL MINING MACHINERY HOLDINGS LIMITED Joint Financial Advisers to Joy Global Inc. Independent Financial Adviser to the IMM Independent Board Committee Kingsway Capital Limited
1
Reference is made to the joint announcement issued by Joy
Global Inc. and International Mining Machinery Holdings
Limited on 30 December 2011 in which it was announced (i)
that all of the Conditions to the Share Purchase Agreement
described in the joint announcement issued by Joy Global and
IMM on 14 July 2011 had been satisfied, (ii) that the Share
Purchase Agreement had been completed, and (iii) that the
Joint Financial Advisers will make on behalf of Joy Global
Asia Limited ("Bidco") unconditional mandatory cash offers to
acquire all the IMM Shares (other than the IMM Shares already
held by Bidco and parties acting in concert with it) in
accordance with Rule 26.1 of the Takeovers Code, and for the
cancellation of all of the outstanding Share Options in
accordance with Rule 13.1 of the Takeovers Code. Unless
otherwise defined, terms used in this announcement shall have
the same meanings as those defined in that announcement.
The Composite Document together with the Forms of Acceptance
were despatched to the
IMM Shareholders and IMM Optionholders on Friday, 6 January
2012.
The Offers commenced on Friday, 6 January 2012 and the latest time and date for acceptance of the Offers is 4.00 p.m. on Friday, 3 February 2012, unless Joy Global extends the Offers until such date as it may determine in accordance with the Takeovers Code (or as permitted by the Executive in accordance with the Takeovers Code). Joy Global will issue a press announcement in relation to any extension of the Offers, which will state the next closing date.
The expected timetable for the Offers which is set out below is indicative. Any changes to the timetable will be announced by Joy Global. All time references contained in the expected timetable are to Hong Kong time.
Despatch date of the Composite Document and the
commencement of the Offers (Note 1) . . . . . . . . . . . . .
. . . . . . . . . . . . . Friday, 6 January 2012
Latest time and date for acceptance of the Offers
if not revised or extended (Note 2) . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . 4.00 p.m. on Friday,
3 February 2012
Closing date of the Offers
if not revised or extended (Note 2) . . . . . . . . . . . . .
. . . . . . . . . . . . . . Friday, 3 February 2012
Announcement of the results of the Offers or as
to whether the Offers have been revised or extended
on the website of the Stock Exchange (Note 3) . . . . . . . .
. . . . . . . . . . by 7.00 p.m. on Friday,
3 February 2012
Latest date for posting of remittances for the amount due in
respect of valid acceptances
received under the Offers (Note 4). . . . . . . . . . . . . .
. . . . . . . . . . . Monday, 13 February 2012
2
Notes:
(1) The Offers are made on Friday, 6 January 2012, being the date of posting of the Composite Document, and are capable of being accepted on and from this date.
(2) The Offers, which are unconditional, will be closed on Friday, 3 February 2012 unless Joy Global revises or extends the Offers in accordance with the Takeovers Code. Acceptances tendered after 4:00 p.m. on Friday, 3 February 2012 will only be valid if the Offers are revised or extended. If Joy Global decides to extend the Offers, an announcement will be made stating the next closing date or that the Offers will remain open until further notice. In the latter case, at least 14 days' notice in writing will be given before the Offers are closed, to those IMM Shareholders and IMM Optionholders who have not accepted the Offers and an announcement will be published. Acceptances of the Offers shall be irrevocable and not capable of being withdrawn except in the circumstances set out in the paragraph headed "Right of Withdrawal" in Appendix I to the Composite Document.
(3) An announcement will be issued by 7:00 p.m. on Friday, 3 February 2012 as to whether or not the Offers have been revised or extended and, in relation to any extension of the Offers, to state either (if and to the extent revised or extended) the next closing date or that the Offers will remain open until further notice.
(4) The consideration payable for the IMM Shares and the Share Options under the Offers will be posted by ordinary post to the IMM Shareholders and IMM Optionholders that accept the Offers at their own risk as soon as possible, but in any event within 10 days of the date of receipt by the receiving agent, Computershare Hong Kong Investor Services Limited, (in respect of the Share Offer) or the Company Secretary of IMM (in respect of the Option Offers) of all relevant documents necessary to render the acceptance under the Offers complete and valid.
WARNING: If the level of acceptances reaches the level prescribed under the Companies Law of the Cayman Islands (as amended), and if Rule 2.11 of the Takeovers Code permits a compulsory acquisition and Joy Global proceeds with the privatisation of IMM, dealings in the securities of IMM will be suspended from the closing date of the Offers (or such later time or date as Joy Global may, subject to the rules of the Takeovers Code, decide) up to the withdrawal of listing of IMM's securities from the Stock Exchange pursuant to Rule 6.15 of the Listing Rules. If, at the close of the Offers, less than 25% of the IMM Shares are held by the public or if the Stock Exchange believes that: • a false market exists or may exist in the trading of the IMM Shares; or • there are insufficient IMM Shares in public hands to maintain an orderly market, then the Stock Exchange may exercise its discretion to suspend dealings in the IMM Shares. In this connection, it should be noted that upon completion of the Offers, there may be insufficient public float for the IMM Shares and therefore trading in the IMM Shares may be suspended until a prescribed level of public float is attained.3
3. CHANGES TO THE BOARD COMPOSITION OF IMM
Thomas H. Quinn, Youming Ye, John W. Jordan II and Lisa M.
Ondrula are all affiliated with TJCC and the funds which own
and control TJCC, and accordingly they each tendered their
resignations as IMM Directors prior to Completion. Thomas H.
Quinn also tendered his resignation as chairman of IMM when
he tendered his resignation as an IMM Director. All of the
resignations were expressed to become effective on the
earliest date permitted under the Takeovers Code or by the
Executive Director of the Corporate Finance Division of the
Securities and Futures Commission of Hong Kong (or any
delegate of the Executive Director) (the "Executive"). The
Executive consented to the retirement of the four TJCC
affiliated directors upon the posting of the Composite
Document. Accordingly, Thomas H. Quinn, Youming Ye, John W.
Jordan II and Lisa M. Ondrula ceased to be directors of IMM
and Thomas H. Quinn also ceased to be chairman of IMM on the
date of posting of the Composite Document. All of the
outgoing IMM Directors confirmed that they have no
disagreement with the board of IMM and that there are no
other matters in respect of their resignations that need to
be brought to the attention of the IMM Shareholders.
The IMM board is also pleased to announce that on 23 December
2011 the IMM Directors held a board meeting to approve the
appointment of Michael W. Sutherlin as executive director and
chairman of IMM and the appointment of Michael S. Olsen,
Edward L. Doheny II, Eric A. Nielsen and Sean D. Major as
non-executive directors of IMM, with effect from the posting
of the Composite Document. Accordingly Michael W. Sutherlin,
Michael S. Olsen, Edward L. Doheny II, Eric A. Nielsen and
Sean D. Major were appointed as directors of IMM today and
Michael W. Sutherlin was also appointed as chairman of IMM
today.
The biographical details of Michael W. Sutherlin, Michael S.
Olsen, Edward L. Doheny, Eric
A. Nielsen and Mr. Sean D. Major are set out below.
Mr. Michael W. Sutherlin, aged 65, has held the position of
President and Chief Executive Officer of Joy Global Inc.
since 2006. He was previously Executive Vice President of Joy
Global Inc. and President and Chief Operating Officer of Joy
Mining Machinery from 2003 to 2006. Prior to joining Joy
Global Inc. in 2003, Mr. Sutherlin was an executive with
Varco International, Inc., a manufacturer of equipment for
the global oil and gas drilling industry and a predecessor
company to National Oilwell Varco, Inc., where he was
President and Chief Operating Officer from 1999 to 2002. Mr.
Sutherlin has been a director and member of the Executive
Committees of the National Mining Association (United States)
since 2007 and of the World Coal Association (United Kingdom)
since 2008. He has also served as a director and member of
the Executive Committees of the Coal Industry Advisory Board
to the International Energy Agency (France) since 2009 and
the National Coal Council to the United States Department of
Energy since 2009. Mr. Sutherlin previously served as a
member of the Society of Petroleum Engineers from 1978 to
2002, the National Ocean Industries Association from 1999 to
2002 and the Petroleum Equipment Suppliers Association from
1982 to 2002, where he was Chairman of the International
Operations Committee. Mr. Sutherlin also served as a director
of Tesco Corporation from 2002 to August 2011. Mr. Sutherlin
holds a Master's degree from the University of Texas at
Austin and a dual Bachelor's degree from Texas Tech
University.
4
Mr. Michael S. Olsen, aged 60, has held the position of
Executive Vice President and Chief Financial Officer of Joy
Global Inc. since 2008. Mr. Olsen was the Chief Accounting
Officer of Joy Global Inc. from 2006 to 2008, and the Vice
President, Controller and Chief Accounting Officer of Joy
Global Inc. from 2001 to 2005. Mr. Olsen joined Joy Mining
Machinery, a subsidiary of Joy Global Inc., in 1979 as
manager of external reporting. Mr. Olsen has a Bachelor of
Science degree in Accounting from Pennsylvania State
University and a Master of Business Administration degree
from the University of Pittsburgh.
Mr. Edward L. Doheny, aged 49, has held the position of
Executive Vice President of Joy Global Inc. and President and
Chief Operating Officer of Joy Mining Machinery since 2006.
Mr. Doheny started his career with Ingersoll-Rand Corporation
in 1984, where he held a series of management positions of
increasing responsibility, including President of Industrial
Technologies from 2003 to 2005, and President of Shared
Services in 2003. Mr. Doheny holds a Bachelor's degree in
Engineering from Cornell University and a Master's degree in
Management from Purdue University.
Mr. Eric A. Nielsen, aged 52, has held the position of
Executive Vice President of Business Development for Joy
Global Inc. since 2010. Prior to joining Joy Global, Mr.
Nielsen was President of Terex Corporation's Material
Processing and Mining Group since 2008 and held various
management positions with Volvo Construction Equipment
between 1994 and
2008, most recently as President and CEO of Volvo Excavators
and Volvo Construction Equipment Korea, overseeing global
marketing, R&D and manufacturing activities in Korea, China,
Germany and the United States. Mr. Nielsen began his
professional career as an engineer working with both British
and Japanese industrial organisations and the majority of Mr.
Nielsen's managerial positions have had extensive
international focus. Mr. Nielsen has a Bachelor of Science
degree in mechanical engineering from Michigan Technological
University, and a Master of Business Administration degree
from The University of Chicago.
Mr. Sean D. Major, aged 47, has held the position of
Executive Vice President, General Counsel and Secretary of
Joy Global Inc. since 2007. Prior to joining Joy Global, Mr.
Major was employed by Johnson Controls, Inc., holding roles
of increasing legal responsibility since 1998, most recently
as Assistant General Counsel & Assistant Secretary. Mr. Major
started his in house career with Abbott Laboratories as
Counsel International after working for seven years in
private practice with law firms in Chicago and Tokyo. Mr.
Major has a bachelor's degree in Economics from DePauw
University, a juris doctor degree from Indiana University,
and a Master of Business Administration degree from
Northwestern University's Kellogg Graduate School of
Management. Mr. Major is a member of the bar in both Illinois
and Michigan.
Further announcement will be made after the terms of
appointment of the new directors have been finalised and
IMM's remuneration committee has determined their
emoluments.
Save as disclosed above, none of the new directors (i) has
held any directorship in any other listed companies in the 3
years preceding the date of this announcement, (ii) has any
relationship with any existing directors, senior management
or substantial or controlling shareholders of IMM as at the
of this announcement.
5
As at the date hereof, none of the new directors has, or is
deemed to have, any interests in any shares or underlying
shares of IMM within the meaning of Part XV of the SFO.
Each new Director has confirmed that there is no other
information relating to his appointment which is required to
be disclosed pursuant to Rule 13.51(2) of the Listing Rules
and there are no other matters that need to be brought to the
attention of the Shareholders.
Pursuant to Rule 3.8 of the Takeovers Code, IMM announces
that 70,000 IMM Shares were issued to an IMM employee on 30
December 2011 following the exercise by that employee of
70,000 Share Options for an exercise price of HK$6.75 per
underlying IMM Share.
As at the date hereof, IMM has a total of 1,300,214,200 IMM
Shares in issue and outstanding Share Options entitling IMM
Optionholders to subscribe for a total of 17,919,800 IMM
Shares. Save for the foregoing, IMM has no other relevant
securities (as defined in Note 4 to Rule 22 of the Takeovers
Code) as at the date of this announcement. Associates (as
such term is defined under the Takeovers Code, including IMM
Shareholders holding 5% or more of the relevant securities
(as defined in paragraphs (a) to (e) of Note 4 to Rule 22 of
the Takeovers Code)) of IMM are reminded to disclose their
dealings in the relevant securities of the IMM under Rule 22
of the Takeovers Code.
By order of the board of
CEO & President
By order of the board of
International Mining Machinery Holdings Limited Thomas H. QuinnChairman
Hong Kong, 6 January 2012
As at the date of this announcement, the board of directors of Joy Global comprises 7 directors. Michael W. Sutherlin is an executive director. Steven L. Gerard, John Nils Hanson, Gale E. Klappa, Richard B. Loynd, P. Eric Sieger and James H. Tate are independent non-executive directors.
As at the date of this announcement, the board of directors of Bidco comprises Kim Robert
Kodousek and John David Major.
The board of Joy Global and the directors of Bidco jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to IMM Group) and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by IMM or any directors of IMM) 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 misleading.
As at the date of this announcement the board of directors of IMM comprises 12 directors. Michael W. Sutherlin, Kee-Kwan Allen Chan, Kwong Ming Pierre Tsui, and Yinghui Wang are executive directors, Michael S. Olsen, Edward L. Doheny II, Eric A. Nielsen and Sean D. Major are non- executive directors and Yiming Hu, Xuezheng Wang, Zhenduo Yuan and Fung Man Norman Wai are independent non-executive directors.
6
The directors of IMM jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to Joy Global and Bidco) and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by Joy Global or Bidco or any directors of Joy Global or Bidco) 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 misleading.
In accordance with Rule 3.8 of the Takeovers Code, the respective associates (including any person who owns or controls 5% or more of any class of relevant securities (as defined in Note 4 to Rule 22)) of Joy Global, Bidco and IMM are reminded to disclose their dealings in IMM Shares pursuant to the requirements of the Takeovers Code. Reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:
"Responsibilities of stockbrokers, banks and other intermediaries
Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.
This dispensation does not alter the obligations of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.
Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that cooperation."
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