Bucyrus International 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2010
Bucyrus International, Inc.
(Exact name of registrant as specified in its charter)
(Commission File Number)
P.O. Box 500, 1100 Milwaukee Avenue,
South Milwaukee, Wisconsin 53172
(Address of principal executive offices, with zip code)
(Registrants telephone number, including area code)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting 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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On November 14, 2010, Bucyrus International, Inc., a Delaware corporation (the Company) entered into an Agreement and Plan of Merger (the Merger Agreement), by and among Caterpillar Inc., a Delaware corporation (Parent), Badger Merger Sub, Inc., a Delaware corporation (Sub) and the Company. On November 15, 2010, the Company issued a press release announcing its entry into the Merger Agreement, a copy of such press release was filed on the same day as Exhibit 99.1 to a Form 8-K.
Pursuant to the Merger Agreement, Sub will be merged with and into the Company (the Merger), with the Company surviving as a wholly-owned subsidiary of Parent. In connection with the Merger, each outstanding share of the common stock, par value $0.01 per share, of the Company (the Common Stock), other than those held by the Company, Parent or Sub or any subsidiary of Parent, and other than those shares with respect to which appraisal rights are properly demanded and not waived, withdrawn or lost, will be converted into the right to receive $92 in cash, without interest.
The completion of the Merger is subject to certain conditions, including, among others (i) adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Common Stock (the Stockholder Approval), (ii) the absence of certain legal restraints to the consummation of the Merger or the other transactions contemplated by the Merger Agreement and (iii) the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other antitrust approvals.
Each of the Company, Parent and Sub has made representations and warranties in the Merger Agreement. The Company has also agreed to various covenants and agreements, including, among others things, and subject to certain exceptions, (i) to conduct its business in the ordinary course of business between the execution of the Merger Agreement and closing of the Merger and not to engage in certain specified types of transactions during such period, (ii) not to solicit takeover proposals or enter into discussions concerning, or provide information in connection with, any takeover proposals, unless the Board of Directors of the Company is responding to a bona fide written unsolicited takeover proposal that it determines in good faith constitutes or is reasonably likely to lead to a Superior Proposal (as defined in the Merger Agreement) and (iii) to recommend that the Companys stockholders vote in favor of the adoption of the Merger Agreement. Under the terms of the Merger Agreement, the Company is permitted to pay regular quarterly dividends in an amount of not more than $0.025 per share.
The Merger Agreement contains specified termination rights and provides that the Company would be required to pay Parent a termination fee equal to $200 million following a termination in certain circumstances including in a situation where (i) a Takeover Proposal (as defined in the Merger Agreement) has been made to the Company or publicly to its stockholders, or a person has announced an intention to make a Takeover Proposal or aTakeover Proposal otherwise becomes known and thereafter the Merger Agreement is terminated pursuant to specified provisions thereof and within a specified period thereafter the Company enters into an acquisition agreement for a Takeover Proposal or a Takeover Proposal is consummated or (ii) Parent terminates the Merger Agreement because the Company s Board of Directors withdraws or modifies its recommendation of the Merger Agreement or the Merger pursuant to Section 4.02 of the Merger Agreement.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.