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Gold/Mining/Energy : Barrick Gold (ABX) -- Ignore unavailable to you. Want to Upgrade?


To: Enigma who wrote (2183)6/28/2001 11:17:03 AM
From: long-gone  Respond to of 3558
 
June 27, 2001

HOMESTAKE MINING CO /DE/ (HM)
form 8-K
Item 5. Other Events

On June 24, 2001, Barrick Gold Corporation ("Barrick"), Havana Acquisition Inc., a wholly owned subsidiary of Barrick ("Sub") , and Homestake Mining Company ("Homestake"), entered into an Agreement and Plan of Merger (the "Merger Agreement") which provides, among other things, that Sub will merge with and into Homestake (the "Merger") and each outstanding share of common stock of Homestake will be converted into the right to receive 0.53 fully paid, nonassessable common shares of Barrick, subject to the terms and conditions of the Merger Agreement. The single issued and outstanding share of special voting stock of Homestake, through which the exchangeable shares of Homestake Canada Inc. vote with the Homestake common stock, will be converted into the right to receive one fully paid and nonassessable share of special voting stock of Barrick. The exchangeable shares of Homestake Canada Inc. ("HCI") will not otherwise be affected by the Merger Agreement and will remain outstanding at the consummation of the Merger.

In connection with the Merger Agreement, Barrick, Sub and Homestake have entered into a Stockholders Agreement (the "Stockholders Agreement") with each of Jack Thompson (Chairman and Chief Executive Officer of Homestake), Walter Segsworth (President and Chief Operating Officer of Homestake), August von Finck (Homestake's largest stockholder) and certain other stockholders of Homestake pursuant to which Messrs. Thompson, Segsworth and von Finck and such other stockholders have agreed to support the transactions contemplated by the Merger Agreement.

In connection with the Merger Agreement, on June 24, 2001, Homestake amended its Rights Agreement (the "Rights Agreement"), dated as of October 16, 1987, and as amended on October 15, 1997, and on December 3, 1998, between Homestake and Fleet National Bank N.A., as Rights Agent (the "Rights Agent"), in order to render the rights issued thereunder inapplicable to the Merger and to the other transactions contemplated by the Merger Agreement.

In addition, in connection with the Merger Agreement, Homestake amended the Rights Agreement relating to the exchangeable shares of HCI dated as of December 3, 1998 (the "HCI Rights Agreement") among HCI, Homestake and Computershare Trust Company of Canada, as Rights Agent (the "HCI Rights Agent"), in order to render the rights issued thereunder inapplicable to the Merger and to the other transactions contemplated by the Merger Agreement.

The press release issued by Homestake relating to the transaction is filed herewith as Exhibit 99.1.

All references to the Merger Agreement are qualified in their entirety by the full text of such agreement.
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To: Enigma who wrote (2183)6/28/2001 11:19:03 AM
From: long-gone  Respond to of 3558
 
Monday June 25, 9:40 pm Eastern Time
Barrick Gold buys rival Homestake in $2.3 bln deal
(UPDATE: adds background on Pascua-Lama and Veladero projects)

By Scott Anderson

TORONTO, June 25 (Reuters) - Barrick Gold Corp. (Toronto:ABX.TO - news) (NYSE:ABX - news), a relative newcomer to the tight-knit world of gold miners, seized its biggest prize yet on Monday with a $2.3 billion all-share takeover of established rival Homestake Mining Co. (NYSE:HM - news)


The deal, expected to be finalized in the fourth quarter, will boost Barrick production by more than 2 million ounces a year to 6 million ounces. It catapults the Toronto-based company to become the world's second-largest gold produce behind South Africa's AngloGold Ltd. .

The new company is expected to have a market capitalization of about $9 billion -- twice that of its nearest rival.

``This is a remarkably exciting day in the history of both Homestake and Barrick,'' Barrick President and Chief Executive Randall Oliphant told a news conference.

``We have brought together the two lowest-cost major producers in the world. And we think that we have built a foundation which is going to lead to this company, not only today being the preeminent company in the world, but clearly going forward.''

Barrick, North America's second-largest gold producer and No. 4 worldwide, said it was offering 0.53 of a Barrick share for each of Homestake's 263.3 million outstanding shares, valuing each Homestake share at $8.71 and bringing the total cost of the deal to $2.3 billion.

Barrick shares eased C$1.25 to close at C$23.80 on the Toronto Stock Exchange on Monday. Homestake shares rose $1.40 to $8.05 in New York.

The firms said their boards had approved the merger, and key shareholders of Walnut Creek, Calif.-based Homestake have already agreed to tender their 12 percent of the company.

The new firm, with cash gold production costs of some $156 an ounce, will also have about $900 million cash on hand.

NEW KID ON THE MINING BLOCK

Barrick has grown from one mine in 1983 to a worldwide powerhouse with operations in Canada, the United States, Peru and Tanzania. Homestake, formed 125 years ago, is active in Canada, the United States, Chile and especially Australia, where it does about 40 percent of its business.

Oliphant told Reuters the deal could dilute earnings in 2001 and boost them slightly in 2002. He said Barrick might have to take a ``modest'' one-time charge to reflect the costs of consolidation, but declined to give further details.

Barrick said the new company would have a combined gold forward-sale position of 18 million ounces, at an average price of $345 an ounce. Gold, which has had a 52-week range of $252.80 and $326.25 an ounce, traded in London on Monday at $272.90.

Hedging, a common practice among larger gold producers, allows a company to cushion the effect of falling gold prices by selling future production at a fixed price.

Oliphant said he expected the deal to bring annual cost savings of about $55 million from 2002, mostly in the areas of taxation, exploration and administration. Although no job losses are expected at the mines, Oliphant said some jobs could be cut in administration and exploration, where there is obvious overlap.

``It's a jumbo deal,'' said John Ing, president of Maison Placements Canada. ``Just when everybody had given up on consolidation, they buy the franchise.''

DEEPER POCKETS

``It gives these guys bigger and deeper pockets and they are pretty aligned in terms of production costs,'' said John Meyer, mining analyst at SG Securities in London.

``Both of them are cheaper (producers) than AngloGold, South Africa's biggest, and combined they would be slightly cheaper than Australia's biggest, Normandy Mining (Australia:NDY.AX - news).''

Barrick said the deal also greatly enhances the possibility of it moving forward on the stalled $1.2-billion Pascua-Lama gold and silver project on the Chile-Argentina border, adjacent to the Veladero property the two companies jointly own.

Barrick delayed construction on the Pascua-Lama project late last year, blaming the slumping gold price and promising to make a decision when the deal became more economically viable.

Oliphant told Reuters in an interview that the company will now reconsider the Pascua-Lama project with the cost savings the two companies will realize on the Veladero property which shares the same orebody as Pascua-Lama.

Analysts were divided on whether this deal would open the door to further acquisitions. Some said Barrick, which has grown rapidly through acquisition, and other big firms could continue to pick away at smaller, less profitable gold companies.

``This deal puts pressure on everyone to keep pace,'' said Barry Allan, analyst at Research Capital in Toronto. ``The ripple will be felt here and across the pond.''

John Tumazos, an analyst at Sanford Bernstein in New York, however, said the deal would have little impact on other players in the sector as Homestake is only about a quarter the size of Barrick.

``This is Homestake and Barrick's business and it has nothing to do with companies like Newmont Mining Corp. (NYSE:NEM - news) or Anglo-American,'' he said.

(Additional reporting by Rex Merrifield in London and David Howard Sinkman in New York)

($1 equals $1.52 Canadian)
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