All conditions satisfied for Franco-Nevada and Newmont Plan of Arrangement
Exchangeable shares begin trading on the TSE on February 20th.
TORONTO, Feb. 15 /CNW/ - Franco-Nevada Mining Corporation Limited
(TSE:FN) is pleased to announce that the remaining key conditions have been
successfully satisfied to complete the Plan of Arrangement with Newmont Mining
Corporation (NYSE:NEM). On February 13th, a special meeting of Newmont
shareholders approved the necessary resolutions for the Arrangement. Today,
Newmont reported it has acquired relevant interests in more than 50.1% of the
shares of Normandy Mining Limited and has declared its takeover offer for
Normandy free of all other outstanding conditions. The Plan of Arrangement is
now expected to be effective on February 16th.
Franco-Nevada shareholders will receive 0.80 of a share of common stock
of Newmont or, if the shareholder so elected, 0.80 of an Exchangeable Share
(each Share of which will be exchangeable at any time for one share of common
stock of Newmont) for each common share of Franco-Nevada.
Franco-Nevada's common shares will cease trading on the Toronto Stock
Exchange (TSE) at the close of trading on Tuesday, February 19th. At the start
of trading on Wednesday, February 20th, the Exchangeable Shares will begin
trading on the TSE in Canadian dollars under the symbol "NMC".
Registered shareholders are reminded that they have until 5 pm (Toronto
time) today to advise Computershare whether they wish to elect to receive
Exchangeable Shares. In the absence of instructions, shareholders will receive
Newmont common shares.
IMPORTANT NOTICE
Although the Normandy Board, subject to its fiduciary duties, has
recommended Newmont's offer to Normandy shareholders, Normandy has not
provided unqualified assistance to Newmont in making its offer. Among other
things, Normandy has refused to provide Newmont with certain financial
information, and it has not permitted its auditors to issue a consent in
respect of financial information relating to Normandy.
CAUTIONARY STATEMENT
This press release contains forward-looking information and statements
about Newmont Mining Corporation, Franco-Nevada Mining Corporation Limited,
Normandy Mining Limited and the combined company after completion of the
transactions. 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 "expects," "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 Newmont, Franco-Nevada and Normandy Mining, 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 made by Newmont and Normandy, and
Franco-Nevada's filings with the Ontario Securities Commission; risks and
uncertainties with respect to the parties' expectations regarding the timing,
completion and accounting and tax treatment of the transactions, the value of
the transaction consideration, production and development opportunities,
conducting worldwide operations, earnings accretion, cost savings, revenue
enhancements, synergies and other benefits anticipated from the transactions;
and 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 AND WHERE TO FIND IT
In connection with the proposed transactions, Newmont Mining Corporation
has filed with the U.S. Securities and Exchange Commission a Registration
Statement on Form S-4 (which includes an Offer Document) and a Proxy
Statement/Prospectus on Schedule 14A. Investors and security holders are
advised to read the Offer Document and the Proxy Statement/Prospectus, which
were mailed beginning on January 11, 2002, because they contain important
information. Investors and security holders may obtain free copies of the
Offer Document and the Proxy Statement/Prospectus and other documents filed by
Newmont with the Commission at the Commission's web site at
sec.gov. Free copies of the Offer Document and the Proxy
Statement/Prospectus and other filings made by Newmont or Normandy with the
Commission, may also be obtained from Newmont. Free copies of Newmont's and
Normandy's filings may be obtained by directing a request to Newmont Mining
Corporation, Attn: Investor Relations, 1700 Lincoln Street, Denver, Colorado
80203, Telephone: (303) 863-7414. Copies of Franco-Nevada's filings may be
obtained at sedar.com.
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For further information: Sharon E Dowdall, 416-480-6491, Vice President,
General Counsel & Secretary, franco-nevada.com
FRANCO-NEVADA MINING CORPORATION LIMITED has 31 releases in this database.
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