- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 24 2010 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.
)
Filed by the Registrant
x
Filed by a Party
other than the Registrant
¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2)
)
¨
Definitive Proxy Statement
¨
Definitive Additional Materials
x
Soliciting Material Pursuant to § 240.14a-11(c) or
§ 240.14a-12
BUCYRUS INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
¨
Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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BUCYRUS
1100 Milwaukee Avenue
P.O. Box 500
South Milwaukee, Wisconsin 53172-0500, USA
(+1) 414.768.4000
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November 23, 2010
Bucyrus CEO & Regional SVP Webcast Script
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Tim Sullivan:
Hello everyone and thank you for joining us today. The purpose of this webcast will be to provide you specific information
pertaining to the recent announcement of the acquisition of our company by Caterpillar.
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I have a few guests with me today; Marcus Berto SVP of the Southern Hemisphere, Dr. Dieter Gessner SVP of Europe, Asia &
Northern Africa, and John Oliver SVP of North America.
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Im sure many of you were surprised by the news of the Caterpillar acquisition and are wondering why we made this decision. We would like to take
a few minutes of your time to walk you through what transpired and the rationale behind this decision by our Board of Directors.
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Since becoming a public company in 2004 Bucyrus has done very well. Our whole team has done an outstanding job in building this organization to
where it is today. Bucyrus is a true leader in the global mining industry. We have a strong brand and a strong foundation for growth. We have outstanding products in both surface and underground mining equipment. We are recognized for our
technological leadership. We have a strong and diverse network of loyal customers, and we have a talented and dedicated employee base which has made all of this possible.
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So, its not unreasonable to ask, Why sell?. Our Board debated this very question at great length. The answer has several parts.
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First, it is increasingly clear in our global market, that as our customers grow, they want to deal with large suppliers with significant capability
and resources. Caterpillar is clearly one of those companies. It is a first tier 52 billion dollar global company. Secondly, and perhaps more importantly, they share our values in terms of delivering the highest quality products and service to our
customers. That is not to say that we could not continue to compete successfully as an independent company, however, we determined that the proposed combination allows us to maximize our true value as well as provide our company, our products and
our employees with long term viability.
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In recent years, Caterpillar has been looking to expand its product offering to be more focused on mining. They have recognized our success. By
offering their customer base our product portfolio we are giving our business an outstanding opportunity to meet ever increasing customer demands. Our customers know that the combination of these complimentary product lines will insure
superior service and support in the long term. The feedback we have received over the last few days indicates that our worldwide customer base is highly supportive of this transaction.
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Finally, I will tell you that one of the most important aspects in our Board deliberations centered around the impact that this transaction would have
on our employees, suppliers and other stakeholders. We determined that Caterpillar respects and values the Bucyrus workforce and all that we have accomplished. One clear reflection of this respect is that Caterpillar has committed to locate its
global mining machinery headquarters in Milwaukee, and to continue to market our legacy products under the Bucyrus brand.
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I am confident that we have found an excellent partner in Caterpillar and I believe very strongly that this is a good outcome for our company and our
stakeholders. Caterpillar has a strong 85-year history, and shares our commitment to providing innovative products and exceptional service to customers, by creating a collaborative and safe work environment for employees, by minimizing the impact on
the environment and by delivering strong financial performance. In short, they share the same core values that drives us to do what we do each and every day.
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At this time I would like to introduce Marcus Berto and ask him to share a few words with you. Marcus
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Marcus Berto:
Thanks, Tim. I would like for you all to know that this is great news for Bucyrus and our long-term success as a company. Most
important is Caterpillars commitment to safety. Like Bucyrus, Caterpillar puts safety first and does everything they can to make sure their employees go home at the end of the day the same way they arrived. This is very important to us.
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Additionally, partnering with Caterpillar will position us to be the best in the world in the Mining Machinery business. After we close this
transaction, we will be able to offer even greater service and support to our mining customers, building on the strength of our existing relationships with our customers.
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Last, there is a lot we will have to learn from each other. We have between 6 to 9 months before this transaction closes and until then, we will
operate as two separate companies. We have very aggressive goals to meet before the end of this year. I know that we will deliver on those commitments. I am asking you to keep working safe, keep working hard, and do everything you can to ensure we
exceed our 2010 goals.
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Tim Sullivan:
Thanks, Marcus. I would now like to introduce Dr. Dieter Gessner, SVP of Europe, Asia and Northern Africa. Dieter
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Dieter Gessner:
Thank you, Tim. It is a pleasure to be here with you today and to have this opportunity to talk with you about our agreement to
be acquired by Caterpillar. I realize there are many concerns about this transaction and there is also a lot of excitement.
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The great thing about this acquisition is that it provides growth opportunities for both organizations. There is very little overlap between Bucyrus
products and Caterpillar products. Together, we will combine our existing product portfolio with the worlds largest distribution network in the mining industry.
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At Bucyrus, you make the difference. Our commitment to safety, reliability, quality, innovation, and our commitment to our customers are the same
commitments you will find from the Caterpillar organization. It will take all of us for this transaction to be successful.
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There is little we can discuss with Caterpillar before the transaction is closed. As we are able to share new information with you, we will. Today, we
are Bucyrus. We have a lot of work to do in the remaining weeks of 2010 to meet our plan and I need you to stay focused and to continue delivering the best support to our customers.
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Tim Sullivan:
Thanks, Dieter. To address our North American team, I would like to introduce John Oliver. John
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John Oliver:
Thanks, Tim. This is great news for Bucyrus and great news for the mining industry. In this situation, as the company being
acquired, our first reaction is most often fear and anxiety. It is important for you to know that Caterpillar has, in many cases, a lot to learn from Bucyrus just as we have a lot to learn from Caterpillar. What makes Bucyrus work is our willingness
to embrace change and our ability to respond quickly in any situation. These are two characteristics that Caterpillar sees as strength in our organization.
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Although Caterpillar has a long-standing presence in the mining industry, it has been through two primary product lines, mechanical off-the-road haul
trucks and dozers. Today, Bucyrus offers the most comprehensive product portfolio to the mining industry. That doesnt just include the products. That includes our engineering and manufacturing expertise, as well as the most knowledgeable sales
and service teams in the field. Our people, combined with the products we offer, are complementary to Caterpillars organization today.
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We will be establishing an integration team over the next couple of weeks that will be working in parallel with the Caterpillar team, to ensure we
bring our two organizations together in the most effective way. Until that time, approximately mid-year 2011, we must continue doing what we do best; servicing Bucyrus customers in the safest way possible.
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Tim Sullivan:
Thanks, John.
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I know all of you will have questions about what this means for you personally. Thats only reasonable. Im pleased to say that, following
the close of the transaction, the vast majority of you will have the opportunity to be a part of a new larger company. Importantly, Caterpillar is as committed as we are to growth and success in the global mining machinery market, and they know we
are the experts in this field.
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For our customers, nothing really changes. We will continue to sell and service our products but with these additional attributes of our combined
companies:
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Leveraging the best of the Bucyrus Production System with the Caterpillar Production System
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Certainly a more powerful package which will allow us to compete at a much higher level.
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Any combination of two companies creates an environment for change. Over the past 4 years, the combination of Bucyrus, DBT and Terex have effectively
made us integration experts. Having said that, I know that change causes some anxiety and distraction. While its too early to be specific about details of the combination with Caterpillar, I can assure you that Caterpillar values our people
and their highest priority is to make sure that together this combined enterprise succeeds. Also it is important that you understand that this transaction will likely take several months to close, so nothing is going to happen in the near term.
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The signing of this transaction is just the first step in the process. We must obtain shareholder and several regulatory approvals. Until then, we will
operate and compete as completely separate companies. Therefore, it is important that you do not engage in any direct discussions with employees of Caterpillar or any of Caterpillars distributors until after closing.
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As John said, as we move forward, there will be a thoughtful integration process led by a team comprised of members from both organizations . As
questions arise, we will do our best to address them promptly.
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For now, I urge you to stay focused. Simply stated, it is business as usual. Meeting the needs of our customers will continue to be our number one
priority. It is vitally important that we close out fiscal 2010 with a strong performance.
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I very much appreciate your dedication to this Company and also your time today to listen to this webcast.
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This transaction is a testament to the strength of the global Bucyrus brand and the value this employee team has created. We should all be very proud
of our accomplishments. Thank you for your continued hard work and commitment to Bucyrus.
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Additional Information
Relating to Bucyrus and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed
acquisition of Bucyrus by Caterpillar. In connection with the proposed merger, Bucyrus intends to file relevant materials with the Securities and Exchange Commission (the SEC), including a proxy statement on Schedule 14A, which will be
mailed to stockholders of Bucyrus.
Bucyrus stockholders are urged to read all relevant documents filed with the SEC, including the proxy
statement, because they will contain important information about the proposed transaction.
Investors and security holders will be able to
obtain free copies of the proxy statement (when available), as well as other filed documents, without charge, at the SECs website (http://www.sec.gov). Free copies of Bucyruss filings may be obtained by directing a request to
Bucyruss Investor Relations by telephone to (414)768-4000, in writing to Bucyrus, Attention: Investor Relations, 1100 Milwaukee Avenue, South Milwaukee, WI 53172, by email to amalingowski@bucyrus.com or at Bucyruss website
(http://www.bucyrus.com).
Bucyrus and its directors and executive officers may be deemed, under SEC rules, to be participants in the
solicitation of proxies from the stockholders of Bucyrus with respect to the proposed transaction. More detailed information regarding the identity of the potential participants, and their direct or indirect interests, by securities holdings or
otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction. Information regarding Bucyruss directors and executive officers is also available in Bucyruss
definitive proxy statement for its 2010 Annual Meeting of Stockholders filed with the SEC on March 12, 2010. These documents are available free of charge at the SECs web site at http://www.sec.gov and from Investor Relations at Bucyrus.
Caution Concerning Forward-Looking Statements Relating to Bucyrus
Statements in this communication that relate to Bucyruss future plans, objectives, expectations, performance, events and the like may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Future events, risks and uncertainties,
individually or in the aggregate, could cause our actual results to differ materially from those expressed or implied in these forward-looking statements. These forward-looking statements may be identified by the use of predictive, future tense or
forward-looking terminology, such as believes, anticipates, expects, estimates, intends, may, will or similar terms. The material factors and assumptions that could
cause actual results to differ materially from current expectations include, without limitation, the following: (1) the inability to close the merger in a timely manner; (2) the inability to complete the merger due to the failure to obtain
stockholder approval and adoption of the
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merger agreement and approval of the merger or the failure to satisfy other conditions to completion of the merger, including required regulatory approvals; (3) the failure of the
transaction to close for any other reason; (4) the effect of the announcement of the transaction on Bucyruss business relationships, operating results and business generally; (5) the possibility that the anticipated synergies and
cost savings of the merger will not be realized, or will not be realized within the expected time period; (6) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or
events; (7) diversion of managements attention from ongoing business concerns; (8) general competitive, economic, political and market conditions and fluctuations; (9) actions taken or conditions imposed by the governmental or
regulatory authorities; (10) adverse outcomes of pending or threatened litigation or government investigations; (11) the impact of competition in the industries and in the specific markets in which Bucyrus operates; and (12) other
factors that may affect future results of the combined company described in the section entitled Risk Factors in the proxy statement to be mailed to Bucyruss stockholders Bucyruss filings with the SEC that are available on
the SECs web site located at http://www.sec.gov, including the section entitled Risk Factors in Bucyruss Annual Report on Form 10-K for the fiscal year ended December 31, 2009. Readers are strongly urged to read the full
cautionary statements contained in those materials. All forward-looking statements attributable to Bucyrus are expressly qualified in their entirety by the foregoing cautionary statements. We assume no obligation to update any forward-looking
statements to reflect events that occur or circumstances that exist after the date on which they were made.
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