Bradken : Hitachi Construction Machinery's recommended takeover offer

To ASX Market Announcements, Melbourne

From	Alberto Colla Bart Oude-Vrielink	Telephone Telephone	[phone] [phone]
Our Ref	AXC 1140705

Date 3 October 2016 Number of pages (including this one):12 Subject Press release - Hitachi Construction Machinery Co., Ltd. announces recommended takeover offer for Bradken Limited

Dear Sir/Madam,

We act for Hitachi Construction Machinery Co., Ltd. (HCM).

On behalf of HCM, we attach a press release in relation to HCM's recommended takeover offer for Bradken Limited (ASX:BKN).

Yours faithfully

Alberto Colla Partner Bart Oude-Vrielink Partner

Level 23 Rialto Towers 525 Collins Street Melbourne VIC 3000 Australia DX 204 Melbourne

If you do not receive all pages please telephone [phone]

IMPORTANT - The contents of this facsimile may be privileged and confidential. Any unauthorised use of the contents is expressly prohibited. If you have received the document in error, please advise us by telephone (reverse charges) immediately and then shred the document. Thank you.

ME_133346255_1 (W2007)

PRESS RELEASE

For immediate release

ASX ANNOUNCEMENT

HITACHI CONSTRUCTION MACHINERY CO., LTD. ANNOUNCES RECOMMENDED TAKEOVER OFFER FOR BRADKEN LIMITED

(Monday, 3 October 2016) - Hitachi Construction Machinery Co., Ltd. (HCM) today announced that it has entered into a takeover bid implementation agreement (Implementation Agreement) with Bradken Limited (Bradken), under which HCM has agreed to make an all cash off-market takeover offer for Bradken (HCM Offer orOffer). HCM will offer $3.25 cash per share for all Bradken shares.

The HCM Offer is unanimously recommended by the Bradken Board, in the absence of a superior proposal and subject to an independent expert concluding that the HCM Offer is fair and reasonable to Bradken shareholders. Subject to these same two qualifications, each Bradken director intends to accept the HCM Offer for all Bradken Shares they hold or otherwise control.

The Offer terms and conditions are set out in Annexure A. HCM expects to be in a position shortly to lodge its Bidder's Statement with Bradken, ASIC and ASX and then dispatch it to Bradken shareholders.

Moelis & Company and SMBC Nikko Limited are acting as financial advisers and MinterEllison as legal adviser to HCM in relation to its Offer.

For media enquiries, please contact:

Colin Richardson, Managing Director Moelis & Company

(Ph: [phone])

About Hitachi Construction Machinery Co., Ltd.

Established in 1970, HCM is a body incorporated in Japan and is headquartered in Tokyo and listed on the Tokyo Stock Exchange. HCM's majority shareholder (holding approximately 50%) is Hitachi Ltd, also separately listed on the Tokyo Stock Exchange.

HCM is a leading global manufacturer and supplier of construction and mining machinery (such as hydraulic excavators, rigid dump trucks and wheel loaders), as well as machinery consumables and parts. It is a leading player in this sector. For further information on HCM, please visit its website at https://www.hitachicm.com/global/

About Bradken

Bradken is a global manufacturer and supplier of differentiated consumable and capital products to the mining, transport, general industrial and contract manufacturing markets. It specialises in manufacturing fully machined cast iron and steel products across 3 operating divisions. Bradken employs almost 3,500 people in 24 manufacturing facilities and more than 28 sales and service centres internationally. Bradken, which became a publicly listed company in August 2004, has been in business for over 90 years.

Annexure A - Offer Terms and Conditions Offer

1. Offer for Shares

   The HCM Offer is being made by HCM and is an offer to acquire all Bradken fully paid ordinary shares on issue (Bradken Shares) before the end of the Offer Period.

   Subject to section 653(B)(1)(b) of the Corporations Act, each Bradken Shareholder may only elect to accept the Offer for all of their Bradken Shares.

   The Offer will extend to all Bradken Shares on issue before the end of the Offer Period including all new Bradken Shares that are issued on or before the end of the Offer Period under or as a result of the exercise or vesting of Employee Share Performance Rights in existence as at the Register Date (subject to ASIC granting any necessary relief from the Corporations Act) and the conversion of any Bradken Redeemable Preference Shares in existence as at the Register Date.

2. Price

   Under the HCM Offer, Bradken Shareholders will receive $3.25 in cash for each Bradken Share.

   The Offer Price will be reduced by the per Share amount of all Rights attaching to or arising from Bradken Shares (including all dividends, and all rights to receive them) which are declared or paid by Bradken after the Announcement Date.

3. Offer Period

   The Offer will remain open for an initial period of not greater than seven weeks and will be subject to HCM's right to extend the period in its absolute discretion in a way permitted by the Corporations Act provided that the Offer Period does not exceed six months in total from the initial commencement of the Offer Period (unless Bradken and HCM otherwise agree).

4. Offer Conditions
5. FIRB Approval

   Before the end of the Offer Period, either:

6. the Treasurer (or his delegate) has provided a notice in writing (without any terms or conditions or with standard tax compliance conditions imposed by FIRB consistent with those set out in a publication issued by FIRB dated 3 May 2016 entitled 'Taxation Conditions of Certain No Objection Decisions' (Version 3)) stating or to the effect that the Australian Government does not object to HCM acquiring Bradken Shares under the Offer; or

7. by reason of the elapse of time, the Treasurer (and each of his delegates) is no longer empowered under the FATA to make an order prohibiting the acquisition of Bradken Shares by HCM under the Offer.

8. Competition Approvals

   Before the end of the Offer Period:

9. ACCC Informal Clearance has been obtained;

10. CCB Clearance has been obtained;

11. HSR Antitrust Approval has been obtained; and

12. South African Competition Approval has been obtained, in each case unconditionally.

13. CFIUS Approval

    Before the end of the Offer Period, either:

14. Bradken and HCM receive a written notification issued by CFIUS that it has determined that:

15. the Takeover Bid is not a "covered transaction"; or

16. CFIUS has concluded its review and has determined not to conduct a full investigation; or

17. if a full investigation is deemed to be required, Bradken and HCM receive notification issued by CFIUS that the United States government will not take action to prevent the consummation of the Takeover Bid or to impose any requirements or conditions to mitigate any national security concerns related to the Takeover Bid.

18. DDTC Notification

    Before the end of the Offer Period, DDTC Approval occurs.

19. Minimum acceptance

    During or before the end of the Offer Period, HCM has a relevant interest in more than 50% of all Bradken Shares on a Fully Diluted Basis.

20. No Prescribed Occurrences

    Between the Announcement Date and the end of the Offer Period (each inclusive), no Prescribed Occurrence occurs.

21. No Material Adverse Change

    Between the Announcement Date and the end of the Offer Period (each inclusive), no Material Adverse Change occurs.

22. No material acquisitions, disposals, new commitments or other events

    Between the Announcement Date and the end of the Offer Period (each inclusive), (other than as disclosed to HCM (including the implementation of any future matters included in budgets, business plans or other future planning or strategy documents) before the Announcement Date or as disclosed in a public filing with ASX before the Announcement Date) no member of the Bradken Group:

23. (no material acquisitions) acquires, offers to acquire, agrees to acquire or announces an intention to acquire, one or more shares, companies, businesses, properties or assets (or an interest in one or more shares, companies, businesses, properties or assets), other than in the ordinary course of business, the total consideration for which, or the value of which, either individually exceeds

24. $1.0 million or in aggregate exceeds $1.0 million;