SEC Declares Newmont Registration Statement Effective for Battle Mountain Merger; Battle Mountain Sets Shareholder Meetings for January 5
DENVER, Nov. 22 /PRNewswire/ -- Newmont Mining Corporation (NYSE: NEM) and
Battle Mountain Gold Company said the U.S. Securities and Exchange Commission
has declared effective Newmont's registration statement concerning the merger
transaction involving the two companies. Newmont's registration statement was
filed earlier today.
Under the merger agreement, announced June 21, each of Battle Mountain's
outstanding shares of common stock and exchangeable shares will be exchanged
for 0.105 shares of Newmont's common stock. Upon completion of the merger,
Battle Mountain Gold will become a wholly-owned subsidiary of Newmont. The
transaction is expected to qualify for treatment as a pooling-of-interests for
financial reporting purposes and is expected to close by January 10, 2001.
Completion of the merger is subject to customary regulatory approvals and
approval by the Battle Mountain and Battle Mountain Canada shareholders, as
well as satisfaction or waiver of the conditions set forth in the merger
agreement between the parties.
Battle Mountain has scheduled, with the agreement of Newmont, special
meetings of its shareholders for January 5, 2001 to approve the proposed
merger. Shareholders of record on December 1, 2000 are eligible to vote.
Approval of the merger requires the affirmative vote of a majority of the
outstanding shares of Battle Mountain common stock and Battle Mountain Canada
exchangeable shares, voting together with the common stock through a special
voting trust, and of a majority of the outstanding shares of Battle Mountain
convertible preferred stock, voting separately. In addition, Battle Mountain
Canada exchangeable shares must separately approve the transaction by
two-thirds of the votes cast at a special meeting of Battle Mountain Canada.
Noranda Inc., a 28 percent shareholder in Battle Mountain, has agreed to
vote its shares in favor of the transaction. Upon completion of the merger,
Newmont's outstanding shares will increase to approximately 192.4 million.
Battle Mountain's 2.3 million shares of convertible preferred stock will
become Newmont convertible preferred stock and Newmont will assume
approximately $199 million in Battle Mountain's long-term debt.
Newmont is North America's largest gold producer, with operations in the
United States, Peru, Indonesia, Uzbekistan, and Mexico. Estimated gold
production for 2000 is 4.8 million ounces.
Battle Mountain Gold Company has operations in northern Ontario, Canada
and Bolivia, as well as interests in mines in Australia and Papua New Guinea.
Battle Mountain expects to produce 760,000 ounces of gold this year. The
company's Phoenix project in northern Nevada, thirty miles southeast of
Newmont's Lone Tree complex, complements Newmont's Nevada operations.
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
This press release includes forward-looking information and statements
about Battle Mountain Gold Company that are intended to be covered by the safe
harbor for "forward-looking statements" provided by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements that
are not historical facts. These statements include financial projections and
estimates and their underlying assumptions; statements regarding plans,
objectives and expectations with respect to future operations, products and
services; and statements regarding future performance. Forward-looking
statements are generally identified by the words "expect," "anticipates,"
"believes," "intends," "estimates" and similar expressions. The
forward-looking information and statements in this press release are subject
to various risks and uncertainties, many of which are difficult to predict and
generally beyond the control of Battle Mountain, that could cause actual
results to differ materially from those expressed in, or implied or projected
by, the forward-looking information and statements. These risks and
uncertainties include those discussed or identified in the public filings with
the U.S. Securities and Exchange Commission (SEC) made by Battle Mountain;
risks and uncertainties with respect to the effect of gold price and foreign
exchange rate fluctuations, and general economic conditions such as changes in
interest rates and the performance of the financial markets, changes in
domestic and foreign laws, regulations and taxes, changes in competition and
pricing environments, the occurrence of significant natural disasters, civil
unrest and general market and industry conditions.
ADDITIONAL INFORMATION
Information regarding the identity of the persons who may, under SEC
rules, be deemed to be participants in the solicitation of stockholders of
Battle Mountain in connection with its proposed merger with a wholly owned
subsidiary of Newmont Mining Corporation, and their interests in the
solicitation, are set forth in a Schedule 14A filed by Battle Mountain on June
21, 2000 with the SEC. Newmont and Battle Mountain have filed a definitive
proxy statement/prospectus and other relevant documents concerning the
proposed transaction with the SEC. Investors are urged to read the proxy
materials that are available and are filed with the SEC because they contain
important information on the proposed merger transaction. Investors are able
to obtain the documents free of charge at the SEC's website (http://www.sec.gov). In
addition, documents filed with the SEC by Newmont may be obtained free of
charge by contacting Newmont Mining Corporation, 1700 Lincoln Street, Denver,
CO 80203, (303) 863-7414. Documents filed with the SEC by Battle Mountain
will be available free of charge by contacting Battle Mountain Gold Company,
333 Clay Street, 42nd Floor, Houston, Texas 77002, (713) 650-6400. Investors
should read the definitive proxy statement/prospectus carefully before making
any voting or investment decision.
SOURCE Newmont Mining Corporation
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