Caterpillar Completes Tender Offer for ERA Mining Machinery Limited, Including
Their Siwei Subsidiary
Acquisition will allow Caterpillar to support growing base of Chinese
HONG KONG, June 6, 2012
HONG KONG, June 6, 2012 /PRNewswire/ --Underscoring the company's long-term
commitment to China and its growing base of mining customers, Caterpillar Inc.
(NYSE: CAT) today announced the completion of its tender offer for ERA Mining
Machinery Limited (HKSE: 8043) ("ERA"), including its wholly-owned subsidiary
Zhengzhou Siwei Mechanical & Electrical Manufacturing Co., Ltd., commonly
known as ("Siwei").
ERA primarily designs, manufactures, sells and supports underground coal
mining equipment in mainland China through Siwei, a stand-alone company known
for its deep expertise in producing mining roof support equipment and its
focus on strong customer relationships.
"Siwei is an outstanding company with excellent people and great products in
an industry that will continue to grow as the world population increases and
mass urbanization drives a greater need for commodities," said Steve Wunning,
Caterpillar group president with responsibility for Resource Industries. "This
is a strategic decision by Caterpillar to enhance and broaden our offerings
for customers in China, and in the long-run will provide Siwei a strong
platform for growth beyond China. I am proud to say that Caterpillar has a
strong commitment to technical innovation and safety, and we plan to utilize
our customer-focused experience through Siwei to help our mining customers
become more efficient and safer within the mines."
This acquisition is aligned with Caterpillar's strategic imperative to expand
its leadership in the Chinese coal mining equipment industry, and positions
the Company to capitalize on the robust long-term outlook for coal production
in China. Today, China produces almost half of the world's coal and is
forecasted to grow over the next several years.
The Siwei brand will continue to be used and be a part of Caterpillar Global
Mining. Siwei currently has approximately 4,300 employees including
engineering, manufacturing, sales, services and other management functions.
Since its inception in 2003, Siwei has been the fastest-growing mining roof
support company in China. Siwei is located in the Henan province in central
China, and is adjacent to the major underground coal-producing provinces.
"We intend to maintain the fundamental aspects of Siwei that have made the
company so successful and continue with the rapid growth that Siwei has
delivered," said Wunning. "Our goal is to live up to customer needs, which is
why this acquisition is so significant. We are going to build on Siwei's
reputation, great products and customer relationships, grow and expand its
roof support business in China, and longer term will leverage Caterpillar's
broad global reach to help bring Siwei's products and expertise to mining
The tender offer was completed after approval from the Ministry of Commerce of
the People's Republic of China (MOFCOM). In the tender offer, Caterpillar
received acceptances in respect of 98.89 percent of ERA common stock and
approximately 98.26 percent of all outstanding options to purchase ERA common
stock. Based on the distribution between ERA shares tendered for the all-cash
alternative and the number of shares tendered for the loan note alternative,
the final purchase price is estimated at between HKD $5,064 million and HKD
$5,693 million on a fully diluted basis, depending on ERA's
performance.Caterpillar intends to exercise its right to compulsorily acquire
the remaining shares of ERA common stock that it has not purchased to date
under applicable provisions of the Cayman Island Companies Law, under which
ERA is incorporated. Caterpillar currently expects to complete the acquisition
of the remaining shares of ERA common stock in the third quarter of 2012.
Caterpillar has a long history in China over the past 30 years. Along with its
dealers in China, the Company has about 20,000 employees supporting
Caterpillar customers today. Caterpillar has grown from a single sales office
in Beijing to a broad footprint across the country—including 18 locations for
manufacturing, four research and development facilities, three logistics and
parts centers and other offices. Caterpillar continues to make significant
investments in China with nine new facilities under construction.
For more than 85 years, Caterpillar Inc. has been making sustainable progress
possible and driving positive change on every continent. With 2011 sales and
revenues of $60.138 billion, Caterpillar is the world's leading manufacturer
of construction and mining equipment, diesel and natural gas engines,
industrial gas turbines and diesel-electric locomotives. The company also is a
leading services provider through Caterpillar Financial Services, Caterpillar
Remanufacturing Services, Caterpillar Logistics Services and Progress Rail
Services. More information is available at: http://www.caterpillar.com.
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(vii)the financial condition and credit worthiness of Cat Financial's
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divestitures, including the acquisition of Bucyrus International, Inc.;
(ix)international trade and investment policies; (x)challenges related to
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security; (xxvi)adverse effects of natural disasters; and (xxvii)other
factors described in more detail under "Item 1A. Risk Factors" in our
Form10-K filed with the SEC on February21, 2012 for the year ended
December31, 2011. This filing is available on our website at
SOURCE Caterpillar Inc.
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