Caterpillar Inc. (NYSE:CAT) and Bucyrus International, Inc.
(Nasdaq:BUCY) received notification from the United States
Department of Justice (DOJ) that it has closed its investigation
into Caterpillar's planned acquisition of Bucyrus. The DOJ action,
in addition to the expiration of the Hart-Scott-Rodino Act waiting
period, concludes the antitrust review process in the United
States. The clearance by the DOJ will allow the acquisition, valued
at approximately $8.6 billion (including net debt), to proceed as
soon as all other conditions to closing have been satisfied. The
transaction is expected to close in mid-2011.
"We were very pleased to hear this positive news from the
Department of Justice about this strategic acquisition," said
Caterpillar Chairman and CEO Doug Oberhelman. "Since we announced
our plan to acquire Bucyrus last November, we have continued to
hear from our customers that this complementary expansion of our
mining product range is what they have been looking for from
Caterpillar. This will position us to better serve the increasingly
complex requirements of those customers," Oberhelman
added.
The acquisition is based on Caterpillar's key strategic
imperative to expand its leadership in the mining equipment
industry, and positions Caterpillar to capitalize on the robust
long-term outlook for commodities driven by the trend of rapid
growth in emerging markets which are improving infrastructure,
rapidly developing urban areas and industrializing their economies.
Tim Sullivan, Bucyrus President and CEO, said, "This is a
critical and important step as we move toward closing this historic
transaction that will deliver tremendous value to all the Bucyrus
stakeholders."
Caterpillar will fund the acquisition through a combination of
cash from its balance sheet and debt. Caterpillar does not
plan to issue equity to help pay for the
acquisition.
About Caterpillar:
For more than 85 years, Caterpillar Inc. has been making
sustainable progress possible and driving positive change on every
continent. With 2010 sales and revenues of $42.588 billion,
Caterpillar is the world's leading manufacturer of construction and
mining equipment, diesel and natural gas engines, industrial gas
turbines and diesel-electric locomotives. The company also is a
leading services provider through Caterpillar Financial Services,
Caterpillar Remanufacturing Services, Caterpillar Logistics
Services and Progress Rail Services. More information is available
at: http://www.caterpillar.com.
About Bucyrus International, Inc.
Bucyrus is a world leader in the design and manufacture of high
productivity mining equipment for the surface and underground
mining industries. Bucyrus' surface mining equipment is used for
mining coal, copper, iron ore, oil sands and other
minerals. Bucyrus' underground mining equipment is used
primarily for mining coal and also used in mining minerals such as
potash and trona. In addition to machine manufacturing, Bucyrus
manufactures high quality OE parts and provides world-class support
services for their machines. Bucyrus' corporate headquarters is
located in Oak Creek, Wisconsin, USA.
Additional Information Relating to Bucyrus and Where to
Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Bucyrus by Caterpillar. In
connection with the proposed merger, Bucyrus has filed relevant
materials with the Securities and Exchange Commission (the "SEC"),
including a proxy statement on Schedule 14A, which was mailed to
stockholders of Bucyrus on or about December 22, 2010.
Bucyrus stockholders are urged to read all relevant
documents filed with the SEC, including the proxy statement,
because they will contain important information about the proposed
transaction.
Investors and security holders may obtain free copies of the
proxy statement, as well as other filed documents, without charge,
at the SEC's website (http://www.sec.gov). Free copies of Bucyrus's
filings may be obtained by directing a request to Bucyrus's
Investor Relations by telephone to (414) 768-4000, in writing to
Bucyrus, Attention: Investor Relations, 6744 South Howell Avenue,
Oak Creek, WI 53154, by email to amalingowski@bucyrus.com or
at Bucyrus's website (http://www.bucyrus.com).
Forward-Looking Statements
Certain statements in this press release relate to future events
and expectations and are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of
1995. These statements are subject to known and unknown
factors that may cause Caterpillar's actual results to be different
from those expressed or implied in the forward-looking statements.
Words such as "believe," "estimate," "will be," "will," "would,"
"expect," "anticipate," "plan," "project," "intend," "could,"
"should" or other similar words or expressions often identify
forward-looking statements. All statements other than
statements of historical fact are forward-looking statements,
including, without limitation, statements regarding our outlook,
projections, forecasts or trend descriptions. These statements do
not guarantee future performance, and Caterpillar does not
undertake to update its forward-looking statements.
It is important to note that Caterpillar's actual results may
differ materially from those described or implied in its
forward-looking statements based on a number of factors, including,
but not limited to: (i) global economic conditions and
economic conditions in the industries and markets Caterpillar
serves; (ii) government monetary or fiscal policies and
government spending on infrastructure; (iii) commodity or
component price increases and/or limited availability of raw
materials and component products, including steel;
(iv) Caterpillar's and its customers', dealers' and suppliers'
ability to access and manage liquidity; (v) political and
economic risks associated with our global operations, including
changes in laws, regulations or government policies, currency
restrictions, restrictions on repatriation of earnings, burdensome
tariffs or quotas, national and international conflict, including
terrorist acts and political and economic instability or civil
unrest in the countries in which Caterpillar operates;
(vi) Caterpillar's and Cat Financial's ability to maintain
their respective credit ratings, material increases in either
company's cost of borrowing or an inability of either company to
access capital markets; (vii) financial condition and credit
worthiness of Cat Financial's customers; (viii) inability to
realize expected benefits from acquisitions and divestitures,
including the acquisition of Bucyrus International, Inc.;
(ix) the possibility that the acquisition by Caterpillar of
Bucyrus International, Inc. does not close for any reason,
including, but not limited to, a failure to obtain required
regulatory approvals; (x) international trade and investment
policies, such as import quotas, capital controls or tariffs;
(xi) the possibility that Caterpillar's introduction of
Tier 4 emissions compliant machines and engines is not
successful; (xii) market acceptance of Caterpillar's products
and services; (xiii) effects of changes in the competitive
environment, which may include decreased market share, lack of
acceptance of price increases, and/or negative changes to our
geographic and product mix of sales; (xiv) union disputes or
other employee relations issues; (xv) Caterpillar's ability to
successfully implement the Caterpillar Production System or other
productivity initiatives; (xvi) adverse changes in sourcing
practices of our dealers or original equipment manufacturers;
(xvii) compliance costs associated with environmental laws and
regulations; (xviii) alleged or actual violations of trade or
anti-corruption laws and regulations; (xix) additional tax
expense or exposure; (xx) currency fluctuations, particularly
increases and decreases in the U.S. dollar against other
currencies; (xxi) failure of Caterpillar or Cat Financial to
comply with financial covenants in their respective credit
facilities; (xxii) increased funding obligations under our
pension plans; (xxiii) significant legal proceedings, claims,
lawsuits or investigations; (xxiv) imposition of operational
restrictions or compliance requirements if carbon emissions
legislation and/or regulations are adopted; (xxv) changes in
accounting standards or adoption of new accounting standards;
(xxvi) adverse effects of natural disasters; and
(xxvii) other factors described in more detail under "Item
1A. Risk Factors" in Part I of our Form 10-K filed with the
SEC on February 22, 2011 for the year ended December 31,
2010. This filing is available on our website at
www.caterpillar.com/secfilings.
Caution Concerning Forward-Looking Statements Relating
to Bucyrus
Statements in this communication that relate to Bucyrus's future
plans, objectives, expectations, performance, events and the like
may constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Future events, risks
and uncertainties, individually or in the aggregate, could cause
our actual results to differ materially from those expressed or
implied in these forward-looking statements. These forward-looking
statements may be identified by the use of predictive, future tense
or forward-looking terminology, such as "believes," "anticipates,"
"expects," "estimates," "intends," "may," "will" or similar terms.
The material factors and assumptions that could cause actual
results to differ materially from current expectations include,
without limitation, the following: (1) the inability to close the
merger in a timely manner; (2) the inability to complete the merger
due to the failure to obtain stockholder approval and adoption of
the merger agreement and approval of the merger or the failure to
satisfy other conditions to completion of the merger, including
required regulatory approvals; (3) the failure of the transaction
to close for any other reason; (4) the effect of the announcement
of the transaction on Bucyrus's business relationships, operating
results and business generally; (5) the possibility that the
anticipated synergies and cost savings of the merger will not be
realized, or will not be realized within the expected time period;
(6) the possibility that the merger may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; (7) diversion of management's attention from
ongoing business concerns; (8) general competitive, economic,
political and market conditions and fluctuations; (9) actions taken
or conditions imposed by the governmental or regulatory
authorities; (10) adverse outcomes of pending or threatened
litigation or government investigations; (11) the impact of
competition in the industries and in the specific markets in which
Bucyrus operates; and (12) other factors that may affect future
results of the combined company described in the section entitled
"Risk Factors" in the proxy statement to be mailed to Bucyrus's
stockholders Bucyrus's filings with the SEC that are available on
the SEC's web site located at http://www.sec.gov, including the
section entitled "Risk Factors" in Bucyrus's Annual Report on Form
10-K for the fiscal year ended December 31, 2009. Readers are
strongly urged to read the full cautionary statements contained in
those materials. All forward-looking statements attributable to
Bucyrus are expressly qualified in their entirety by the foregoing
cautionary statements. We assume no obligation to update any
forward-looking statements to reflect events that occur or
circumstances that exist after the date on which they were
made.
CONTACT: Caterpillar contact:
Jim Dugan
Corporate Public Affairs
309-494-4100
dugan_jim@cat.com
Bucyrus contact:
Shelley M. Hickman
Director Global Communications
414-768-4599
shickman@bucyrus.com
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