Attached files
| file | filename |
|---|---|
| EX-2.1 - EXHIBIT 2.1 - JOY GLOBAL INC | ex2_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 29, 2011
Joy Global Inc.
(Exact name of Registrant as Specified in Its Charter)
|
Delaware
|
001-09299
|
39-1566457
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
100 E. Wisconsin Avenue, Suite 2780,
Milwaukee, WI 53202
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code:
414-319-8500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.-12)
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 1.01 Entry into a Material Definitive Agreement
On August 29, 2011 Joy Global Inc. (“Joy Global”), a worldwide leader in high-productivity mining solutions, and its recently acquired subsidiary, LeTourneau Technologies, Inc. (“LeTourneau”), entered into a definitive Stock Purchase Agreement (the “Agreement”) to sell the drilling products business of LeTourneau (the “Business”), to Cameron International Corporation (“Cameron”) for $375 million in cash. The transaction has been approved by both companies’ boards of directors.
Each of the parties to the Agreement has made certain customary representations, warranties and covenants in the Agreement. Joy Global has also agreed to certain pre-closing covenants in the Agreement, including, among other things, (i) to carry on the Businesses in the ordinary course during the period between the date of the Agreement and closing, and not to engage in certain types of transactions during such period, and (ii) not to solicit, initiate or encourage any inquiries or proposals from, or encourage any inquiries or proposals from, discuss or negotiate with, provide any information to, or consider any inquiries or proposals from, any third party relating to any transaction involving the
sale of all or a portion of the Business.
Closing of the sale of the Business is expected to occur within 60 days and is subject to various closing conditions. Joy Global’s obligation to close the sale is conditioned upon (i) the representations and warranties made by Cameron relating to the authority of Cameron to enter into and perform its obligations under the Agreement being true and correct in all respects, (ii) all other representations and warranties made by Cameron being true and correct, except as would not constitute a material adverse effect (as defined in the Agreement) and (iii) receipt of all necessary approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as certain other customary
closing conditions. The Agreement provides Joy Global and Cameron with customary termination rights.
This description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 2.1 and is incorporated herein by reference. The Agreement contains certain representations, warranties and covenants of Joy Global and Cameron that were made for purposes of the Agreement and are subject to qualifications and limitations agreed to by the parties. The representations and warranties have been made for the principal purpose of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the
contracting parties that differ from those generally applicable to investors. Accordingly, investors should not rely on the representations, warranties and covenants as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, and may not be fully reflected in Joy Global’s subsequent public disclosures to the extent such information is not required to be disclosed.
Item 9.01 Financial Statements and Exhibits
|
Stock Purchase Agreement between Joy Global Inc., LeTourneau Technologies, Inc. and Cameron International Corporation, dated as of August 29, 2011.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the Undersigned hereunto duly authorized.
|
JOY GLOBAL INC.
|
||
|
Date: September 1, 2011
|
By:
|
/s/ Ricky T. Dillon
|
|
Ricky T. Dillon
|
||
|
Vice President, Controller
and Chief Accounting Officer
(Principal Accounting Officer)
|