Joy Global (JOY), Komatsu Proposed Merger Receives Early HSR Act Termination

October 13, 2016 9:08 AM EDT

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Joy Global (NYSE: JOY) disclosed the following in a U.S. SEC filing on Thursday:

Item 8.01 Other Events

As previously announced, on July 21, 2016, Joy Global Inc. (“Joy Global”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Komatsu America Corp. (“Komatsu”), Pine Solutions Inc., a wholly owned subsidiary of Komatsu (“Merger Sub”) and (solely for the purposes specified in the Merger Agreement) Komatsu Ltd., pursuant to which Merger Sub will be merged with and into Joy Global, with Joy Global surviving the merger as a wholly owned subsidiary of Komatsu (the “Merger”). The consummation of the Merger is conditioned upon, among other things, the expiration or termination of any waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). On October 12, 2016, the transaction received early termination of the waiting period under the HSR Act.

The consummation of the Merger remains subject to approval by Joy Global’s stockholders and the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement and described in Joy Global’s definitive proxy statement that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 2, 2016, as amended and supplemented on September 29, 2016 and October 3, 2016.



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