Milwaukee-based Joy Global Inc. has scheduled an Oct. 19 special meeting of its shareholders to seek approval of a merger with Japanese firm Komatsu Ltd.
Shareholders are being asked to approve the merger agreement, which would give shareholders $28.30 per share in exchange for making Joy a wholly owned subsidiary of Komatsu America.
The deal is still subject to regulatory approvals and the companies have said it is expected to be completed by mid-2017.
The meeting is set for 7:30 a.m. in the 2nd floor conference room at the 100 E. Wisconsin Ave. building downtown where Joy’s corporate headquarters are located.
An advisory vote on executive compensation is also scheduled for the special meeting. The company has change of control agreements in place with executive officers if they are terminated within three years of the merger taking place.
The agreement would pay Ted Doheny, Joy Global chief executive officer, roughly $22.2 million, James Sullivan, chief financial officer, about $7.6 million, Sean Major, executive vice president and general counsel, $5.1 million and Johannes Maritz, executive vice president for human resources, $4 million. Three additional not named executive officers would receive a total of $5.1 million combined.
Joy announced the acquisition by Komatsu in July, saying it provided the best opportunity to maximize shareholder value. The mining equipment industry has been challenged in recent years by decreased demand for coal and slower growth globally.
Komatsu initially offered Joy $17 per share in January and the two sides eventually settled on $28.30, even as Joy’s stock performance improved substantially over the first half of the year. The rising stock price reduced the premium for shareholders in the deal. Analysts have speculated there may be other bidders for Joy and at least three lawsuits have been filed by shareholders arguing the deal undervalues the company.
