Questions and Answers Concerning the Exchange of Joy Global Common Stock for Merger Consideration

General:

What do I receive for my shares of Joy Global Inc. (JOY) common stock as a result of the merger? How do I exchange my shares of JOY stock?

On April 5, 2017, the merger of JOY and a wholly owned subsidiary of Komatsu America Corp. (“Komatsu”) was completed. As a result of the merger, JOY is now a wholly owned subsidiary of Komatsu, the JOY common stock ceased trading on the New York Stock Exchange and former JOY stockholders became entitled to receive an amount in cash equal to $28.30 (without interest and less any applicable withholding and transfer taxes) for each share of JOY common stock they owned as of the closing, unless they have properly exercised and perfected and not withdrawn their demand for appraisal rights under Delaware law with respect to such shares. For example, if you own 100 shares of JOY common stock, you will receive $2,830 in cash, less any applicable withholding taxes, in exchange for your shares of JOY common stock. All shares converted into the right to receive the merger consideration were automatically canceled at the effective time of the merger. 

For JOY registered shareholders, Komatsu has appointed American Stock Transfer. (“AST”) as Paying Agent for payment of the merger consideration.  Information concerning the exchange of JOY shares for the merger consideration has been mailed to JOY registered shareholders, outlining the steps to be taken to obtain the merger consideration. Registered shareholders do not need to take any action regarding their shares until contacted by the paying agent.  For additional information, please contact AST at 877-248-6417 (within the U.S., its territories and Canada) or +1-718-921-8317 (outside the U.S., its territories and Canada). 

If you own your shares through a bank, brokerage firm or other nominee (in “street name”), please contact your bank, broker or nominee for further information about receiving the merger consideration.

If I hold stock certificate(s) of JOY, what do I need to do to receive the merger consideration?

1. The paying agent, AST, has mailed you a Letter of Transmittal in order for you to exchange your shares for the cash payment of the merger consideration payable with respect to your certificate shares. Please read and follow the instructions on the Letter of Transmittal.
2. Locate your original JOY stock certificate(s).
3. Match the total number of certificates you are returning to the total number of certificates listed on the Letter of Transmittal. Certificate numbers will not appear, however the aggregated total of the certificates will.
4. If you are unable to locate some or all of your original JOY stock certificates, please read and follow the instructions on the Letter of Transmittal under the section “Lost Certificates”. 
5. For delivery of your JOY original stock certificates, as well as any IRS forms (as described in the Letter of Transmittal), to AST, please read and follow the instructions on the Letter of Transmittal under the section “Additional Instructions for Completing the Exchange Form and Surrendering Certificates”.

     Note: Please do not sign your certificate(s). 

Do I have to return my original stock certificate(s)?

Yes. Effective as of the closing of the merger, the JOY common stock you held ceased trading on the New York Stock Exchange, and was converted into the right to receive the merger consideration as discussed above and in accordance with the Agreement and Plan of Merger, dated as of July 21, 2016 (the “merger agreement”), among JOY, Komatsu America Corp., Pine Solutions Inc., and Komatsu Ltd.  Please review the JOY Proxy Statement, dated September 2, 2016, for further information. The document is available on JOY’s website at http://www.joyglobal.com.

What will happen if I do not return my JOY stock certificate(s)?

You will not receive your merger consideration to which you are entitled until you return your JOY stock certificate(s) to AST, unless your certificate(s) have been lost, stolen or destroyed, in which case, please read and follow the instructions on the Letter of Transmittal under the section “Lost Certificates” and return the completed Letter of Transmittal along with all of the original JOY stock certificate(s) that you have located in the return envelope provided (or in a separate envelope, if necessary).

Note: Failure to return JOY stock certificate(s) over a certain period of time could result in the possible escheatment of the merger consideration in respect of the shares represented by those certificate(s) to applicable governmental authorities.

How should I return my JOY stock certificate(s)?

In order to return your JOY stock certificate(s), please read and follow the delivery instructions on the Letter of Transmittal under the section “Additional Instructions for Completing the Letter of Transmittal and Surrendering Certificates”. A courtesy return envelope has been provided with the Letter of Transmittal sent to you by AST.  Please do not sign your stock certificate(s).  The completed Letter of Transmittal, together with the original JOY stock certificate(s) being surrendered and any IRS forms (as described in the Letter of Transmittal), should be returned to AST via registered/traceable mail in the enclosed envelope, or at the applicable address below:
If delivering by mail:  
American Stock Transfer & Trust Company, LLC
Operations Center
Attn:  Reorganization Department
P.O. Box 2042
New York, New York 10272-2042 OR If delivering by hand, express mail, courier, or any other expedited service: American Stock Transfer & Trust Company, LLCOperations CenterAttn:  Reorganization Department6201 15^th AvenueBrooklyn, New York 11219

What should I do if my JOY stock certificate(s) were lost, stolen, or destroyed?

Please read and follow the instructions on the Letter of Transmittal under the section “Lost Certificates”. 

When should I expect to receive the merger consideration after I have surrendered my stock certificate(s)?

Please allow approximately two (2) weeks after submitting your stock certificate(s) and properly completed and signed Letter of Transmittal to AST to receive your merger consideration. You will receive your check from AST.

How will I receive my cash?  Will I receive any interest thereon from and after the closing of the merger?

You will receive a check from AST, without interest and less any applicable withholding taxes. 

What will happen to my JOY shares that are held in book-entry form?

If you held all of your JOY shares in book-entry form immediately prior to the merger, you do not need to take any action with respect to the merger.  A check for the cash payment with respect to your shares in book-entry form will be mailed to your address of record by AST.

What if hold JOY shares that are in both book-entry form and in certificated form?

If you held JOY shares in both book entry form and in certificated form, the shares you held in book-entry form will be automatically exchanged for the merger consideration applicable to your book entry shares.  However, to receive the merger consideration for your certificated shares, you must surrender your JOY stock certificate(s) according to the instructions provided on the Letter of Transmittal.  

What if my JOY shares are held with a bank, brokerage firm or other nominee (in “street name”)?

If your shares are held through a bank, broker or other nominee, you should contact your bank, broker or other nominee for further information about receiving payment for those shares.  Your bank, broker or other nominee will handle the exchange of your shares, and administer your cash payment to you directly. 

What if I lose my Letter of Transmittal or need an additional one?

You can call AST at 1-800-546-5141 (toll free) or 1-781-575-2756 (outside the U.S., its territories and Canada) for a replacement.

Whom shall I contact if I have additional questions about the conversion of JOY shares for the right to receive the merger consideration?

You may call AST 1-800-546-5141 (toll free).  Representatives are available Monday through Friday 8:00 a.m. to 5:00 p.m. Eastern Time.  Outside the U.S., its territories and Canada, you can call 1-781-575-2756.

Tax-Related: 

Will I be subject to U.S. federal income tax upon the exchange of shares of JOY common stock for cash pursuant to the merger?

For a general discussion of the material U.S. federal income tax consequences of the merger to U.S. holders of Joy Global common stock, please refer to the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 53 of the definitive proxy statement filed with the SEC by Joy Global on September 2, 2016 (available online here).