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"). Joy Global is a leading provider of advanced equipment, systems and direct services for the global mining industry.
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. The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including actions involving financial fraud.
Robbins Geller is widely recognized as one of the leading law firms advising U.S. and international institutional investors in securities litigation and portfolio monitoring. With 200 lawyers in 10 offices, Robbins Geller has obtained many of the largest securities class action recoveries in history and was ranked first in both the total amount and number of shareholder class action recoveries in ISS's SCAS Top 50 Report for the last two years. Robbins Geller attorneys have shaped the law in the areas of securities litigation and shareholder rights and have recovered tens of billions of dollars on behalf of the Firm's clients. Robbins Geller not only secures recoveries for defrauded investors, it also strives to implement corporate governance reforms, helping to improve the financial markets for investors worldwide. Please visit http://www.rgrdlaw.com/cases/joyglobal/ for more information.
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SOURCE Robbins Geller Rudman & Dowd LLP