SOUTH MILWAUKEE, Wisc., Dec. 18 /Xinhua-PRNewswire/ -- Bucyrus
International, Inc. (Nasdaq: BUCY) announced today that it has signed a
definitive agreement to acquire DBT GmbH, a subsidiary of RAG Coal
International. DBT is based in Lunen, Germany. Bucyrus will pay $710 million
in cash and issue to RAG 471,476 shares with a market value of $21 million
(based on Bucyrus’ average closing price for the 20-day trading period ended
December 14, 2006). The transaction is expected to be completed at the end
of the first quarter of 2007 and is subject to customary closing conditions
and regulatory approvals.
Bucyrus is a global leader in the design and manufacture of walking
draglines, electric rope mining shovels and rotary blasthole drills used by
the world’s surface mining industry. DBT is a leading worldwide supplier of
complete system solutions for underground coal mining. The combined company,
now serving both the surface and underground mining industries and with over
100 years of experience, will have a consolidated installed base of equipment
of over $20 billion. Tim Sullivan, President & Chief Executive Officer of
Bucyrus said, "We are extremely excited about combining Bucyrus with DBT and
we believe that this is a unique opportunity to jointly build a stronger
company for our customers, employees and shareholders. Both companies share a
similar culture and history with a focus on technology, delivering high
quality products, valued employee relationships and providing first class
service to our customers."
DBT manufactures equipment including roof support systems, armored face
conveyers, plows, shearers and continuous miners used primarily by customers
who mine coal. DBT has eight [8] facilities around the world with
approximately 3,200 employees. DBT generates approximately $1.0 billion in
annual revenue.
The Bucyrus/DBT combination will provide significant geographic, product
and end market diversification for Bucyrus. In addition to increased scale,
DBT will greatly enhance Bucyrus’ market in China as well as in the markets
of other developing countries such as Russia and India. Tim Sullivan further
commented, "We are very bullish on the long term fundamentals for coal and
this combination will allow us to address 100% of the coal mined on a global
basis."
Bucyrus will acquire DBT in a two-stage transaction. Bucyrus and the
Hamburg Trust, a private German investor, have formed a holding company which
will acquire DBT. Bucyrus owns 100% of the voting shares (representing 49.9%
of the registered share capital) of the holding company, and the Hamburg
Trust owns 100% of the non-voting shares (representing 50.1% of the
registered share capital) of the holding company. Bucyrus is funding the
purchase price and will be entitled to 100% of the dividends and cash flow of
DBT. The parties have also entered into an irrevocable purchase agreement
pursuant to which Bucyrus will acquire all of the holding company shares held
by the Hamburg Trust by no later than 2009 for euro 8mm (half of which has
been paid by RAG). Bucyrus and the Hamburg Trust will honor the prior
commitments made by DBT with its German workers regarding facility and
employee matters. In addition, it is noted that BUCY shareholder consent is
not required for this acquisition.
Bucyrus has received a financing commitment from Lehman Brothers to
support the transaction’s cash purchase price as well as a permanent
financing structure that will include a combination of debt and equity
securities consistent with achieving a conservative capital structure. Lehman
Brothers acted as the sole financial advisor to Bucyrus in the transaction.
Bucyrus will host an investor teleconference to discuss this announcement
on Monday, December 18, 2006 at 3:00 p.m. Eastern Time (2:00 p.m. Central
Time). Those wishing to participate in the teleconference, and calling from
within the United States, can dial +1-866-271-5140. International
participants can access the teleconference by dialing +1-617-213-8893.
The "Participant Passcode" is 63536872. A replay of the teleconference will
be available until January 1, 2007 and can be accessed in the United States
by dialing +1-888-286-8010 or from outside of the United States by dialing +1-
617-801-6888. The "Passcode" for the replay is 35607551.
This teleconference will also be available as a live audio "webcast". To
access the webcast please go to http://www.Bucyrus.com/invest-conf.htm or
find the link under the Investor Relations/Investor Conferences section of
http://www.bucyrus.com . (Windows Media Player is required to play the
webcast.) A replay of the webcast will be available until January 15, 2007.
Bucyrus International, Inc. is a world leader in the design and
manufacture of Walking Draglines, Rotary Blasthole Drills and Electric Rope
Shovels for the surface mining industry. In addition, Bucyrus manufactures
high quality OEM parts and provides world-class support services for all
Bucyrus brand mining machines. Bucyrus’ corporate headquarters and primary
manufacturing facility is located in South Milwaukee, Wisconsin, USA. Bucyrus
has been making the earth move for 125 years.
Statements contained in this press release that are not based on current
or historical fact are forward-looking in nature. Such forward-looking
statements are based on current plans, estimates and expectations and are
made pursuant to the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on known and unknown risks, assumptions,
uncertainties and other factors. The factors that could adversely affect
Bucyrus’ actual results and performance are discussed in Bucyrus’ Form 10-K
for the year ended December 31, 2005 and subsequent reports filed with the
Securities and Exchange Commission, which interested parties are urged to
review. Bucyrus’ actual results, performance, or achievements may differ
materially from any future results, performance, or achievements expressed or
implied by such forward-looking statements. Bucyrus undertakes no obligation
to publicly update or revise any forward-looking statements.
