Joy Global Inc. (NYSE: JOY)
A class action has been commenced in the United States District Court for the Eastern District of Wisconsin on behalf of holders of Joy Global (NYSE: JOY) common stock on September 1, 2016, in connection with the acquisition of Joy Global by Komatsu Ltd.(the “Class Period”).
The complaint charges Joy Global, its Board and Komatsu with breaches of fiduciary duty, aiding and abetting breaches of fiduciary duty and/or violations of the Securities Exchange Act of 1934 (“1934 Act”) arising out of defendants’ efforts to complete the sale of Joy Global to Komatsu pursuant to an unfair process and for an unfair price (the “Proposed Acquisition”).
On July 21, 2016, Joy Global announced that it had entered into an Agreement and Plan of Merger pursuant to which Komatsu will purchase all of Joy Global’s outstanding shares for $28.30 per share. The complaint alleges that by agreeing to the Proposed Acquisition, each of the defendants breached their fiduciary duties of loyalty, due care, independence, candor, good faith and fair dealing, and/or aided and abetted such breaches.
The complaint further alleges that in an attempt to secure shareholder support for the Proposed Acquisition, on September 2, 2016, defendants issued a materially false and misleading Preliminary Proxy Statement on Schedule 14A (the “Proxy”). The Proxy, which recommends that Joy Global shareholders vote in favor of the Proposed Acquisition, omits and/or misrepresents material information about the unfair sales process for the Company, conflicts of interest that corrupted the sales process, the unfair consideration offered in the Proposed Acquisition, and the actual intrinsic value of the Company on a standalone basis and as a merger partner for Komatsu, in contravention of §§14(a) and 20(a) of the 1934 Act and/or defendants’ fiduciary duty of disclosure under state law. This information is material to the impending decision of Joy Global shareholders on whether or not to vote in favor of the Proposed Acquisition.
Plaintiff seeks injunctive relief on behalf of holders of Joy Global common stock on September 1, 2016.
If you are a current shareholder since September 1, 2016, in connection with the acquisition of Joy Global by Komatsu Ltd. and would like to discuss your options of exercising your rights as a shareholder, please contact us.
Please submit the following information so we can determine if you qualify for the suit. If you don't know all the specific details, partial information is also acceptable.
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