Founded in 1880, Bucyrus International, Inc. ("Bucyrus" or the Company) is an American surface and underground mining equipment company.

According to a press release dated December 22, 2010, the Complaint alleges that on November 15, 2010, Defendants announced that they had entered into an Agreement and Plan of Merger pursuant to which Caterpillar will purchase all of Bucyrus’s outstanding shares for the inadequate price of $92.00 per share (the “Proposed Merger”). The Proposed Merger was expected to close in mid-2011.

The Complaint alleges that the Proposed Merger is the product of a fundamentally flawed process, undertaken in breach of the Board’s fiduciary duties, and designed to engineer the sale of Bucyrus to Caterpillar on terms preferential to Caterpillar and provide material benefits to the Company’s insiders. The Complaint further alleges that in an attempt to secure shareholder support for the Proposed Merger, on December 8, 2010, Defendants issued a materially false and misleading Preliminary Proxy on Schedule 14A (the “Proxy”). The Proxy, which recommends that Bucyrus shareholders vote in favor of the Proposed Merger, 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 Merger, and the actual intrinsic value of the Company on a stand-alone basis and as a merger partner for Caterpillar. This information is material to the impending decision of Bucyrus’s shareholders whether or not to vote in favor of the Proposed Merger.

On December 20, 2010, an Amended Complaint was filed. The Defendants filed a motion to dismiss on January 3, 2011.

On March 28, 2014, the Court ordered that Defendants’ motion to dismiss the Second Amended Complaint is granted.