Joy Global To Be Acquired By Japan's Komatsu In $3.7 Bln Deal - Quick Facts

(RTTNews) - Joy Global Inc. (JOY), a provider of high-productivity mining solutions, announced Thursday that its Board of Directors has unanimously approved a definitive merger agreement to be acquired by Komatsu America Corp., a subsidiary of Japan's Komatsu Ltd (KMTUY.PK). The transaction is valued at approximately $3.7 billion, including Joy Global's outstanding indebtedness.

Under the deal terms, Joy Global stockholders will receive $28.30 per share in cash for each outstanding share of common stock held. This represents a 48% premium to the volume weighted average closing price of Joy Global's common stock for the 90 trading days and a 41% premium to the volume weighted average closing price of Joy Global's common stock for the 60 trading days prior to July 21.

Following the transaction, Komatsu intends to operate Joy Global as a separate subsidiary of Komatsu and retain the strength of the Joy Global brand names.

Komatsu and Joy Global's products and services are highly complementary and the combined organization will continue to focus on safety, productivity and life cycle cost improvement for customers.

The transaction is subject to customary closing conditions, including approval by Joy Global stockholders, among others.

The transaction is expected to close by mid-2017, and is not subject to any financing conditions.

Goldman, Sachs & Co. is serving as financial advisor to Joy Global. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. is serving as financial advisor to Komatsu.