Filed by Newmont Mining Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Normandy Mining Limited
Commission File No. 132-00965
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[Logo of NEWMONT]
NEWMONT MINING CORPORATION
1700 LINCOLN STREET
DENVER, COLORADO 80203
NEWS RELEASE
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MEDIA CONTACT: INVESTOR CONTACT:
Doug Hock Wendy Yang
303-837-5812 303-837-6141
NEWMONT ANNOUNCES SUPERIOR OFFER
o CASH CONSIDERATION INCREASED TO A$0.50 PER SHARE
o RECOMMENDED BY NORMANDY BOARD
o ON TRACK TO CLOSE IN MID-FEBRUARY
SYDNEY, January 3, 2002 (Denver, January 2, 2002) -- Newmont Mining Corporation
(NYSE: NEM) today announced it has increased the cash consideration in its
off-market bid for Normandy Mining Limited (ASX: NDY) by A$0.10 per share. The
revised bid has a value of A$1.93 per Normandy share, based on Newmont's closing
price on the New York Stock Exchange on January 2, 2002.
Under Newmont's revised bid, which has been recommended by the Board of
Directors of Normandy, Normandy shareholders will receive A$0.50 cash and 0.0385
Newmont common shares for each of their shares. Newmont is on track to complete
both the Normandy bid and the acquisition of Franco-Nevada Mining Corporation
Limited (TSE: FN) in mid-February.
SUPERIOR OFFER
Wayne Murdy, Chairman, President and Chief Executive Officer of Newmont, said,
"Our bid is clearly superior to AngloGold's and provides Normandy shareholders
significantly higher overall value, approximately 67 percent more cash up front
and the ability to participate in the world's premier gold company." Based on
closing prices on the New York Stock Exchange on January 2, 2002, Newmont's
revised bid has a value of A$1.93 per Normandy share, while AngloGold's offer
has a value of A$1.81.
Mr. Murdy noted that Newmont's acquisitions of Normandy and Franco-Nevada
continue to be compelling strategically and financially. "The revised bid does
not in any way alter our plans for the new company," Mr. Murdy said. "Newmont's
bid offers the greatest long-term value potential through an investment in an
industry leader with a diversified asset base, balanced risk portfolio, the
industry's greatest upside participation in rising gold prices, greater trading
liquidity, and a solid balance sheet. The royalty stream and merchant banking
skills brought to the company by Franco-Nevada will contribute a solid base of
stable cash flows even in a low gold price environment."
"We intend to be a leader in the rationalization of various property interests
over time for the benefit of our shareholders. However, unlike AngloGold, we
will be disciplined in this process, and we will not be required to confront the
disposition of important assets, such as the sale of the management of the
Kalgoorlie Super Pit and the participation in the Boddington Expansion Project
that are being contemplated by AngloGold."
On the question of timing, Mr. Murdy added, "Newmont has made significant
progress over the past few weeks and I am confident that we will complete both
the Franco-Nevada and the Normandy transactions by mid-February. Newmont will
then have the resources necessary to move forward with its strategic initiatives
to build on the combined strengths of all three companies."
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RECOMMENDATION OF THE NORMANDY BOARD
The Normandy Board, subject to its fiduciary duties, has re-affirmed its
recommendation of the Newmont bid, as revised, and its recommendation that
Normandy shareholders reject the AngloGold offer.
Robert Champion de Crespigny, Chairman and Chief Executive Officer of Normandy,
said, "Considering the values of the two bids, as well as other factors such as
trading liquidity and the long-term potential and value creation associated with
Newmont and AngloGold implementing their plans after completion of the
transactions including, in Newmont's case, the acquisition of Franco-Nevada, the
revised Newmont bid continues to be superior to the offer by AngloGold and has
the full support of Normandy's Board. Moreover the Newmont bid provides a
significantly larger cash component."
Mr. Champion de Crespigny and each of the other directors of Normandy intend to
accept the Newmont bid in respect of all of the Normandy shares that they hold.
FRANCO-NEVADA COMMITTED TO TRANSACTIONS
Seymour Schulich, Chairman and Co-Chief Executive Officer of Franco-Nevada,
commented, "We remain fully committed to these transactions as we believe they
will result in the creation of the premier global gold company with superior
share price appreciation potential. We continue to unequivocally recommend the
transactions to Franco-Nevada shareholders." Franco-Nevada shareholders will
meet to vote on the Newmont acquisition of Franco-Nevada on January 30, 2002.
Mr. Schulich also noted, "As the largest shareholder of Normandy (Franco-Nevada
owns 19.8 percent of Normandy), we have real concerns about the risks inherent
in AngloGold's announcement last week. Those risks and the related uncertainty
of the value of AngloGold would cause us to be very reluctant holders of its
shares. At the same time, we don't see how the market for AngloGold shares,
which is very thin, can support the disposition of those shares by arbitrageurs
and others who share our views."
LIQUIDITY OF NEWMONT STOCK
Newmont provides Normandy shareholders with approximately four times the average
daily trading liquidity of AngloGold's shares, and thus a much greater ability
to absorb the selling pressure that inevitably accompanies the completion of
stock-for-stock acquisitions. Based on historic trading patterns, it would take
approximately seventeen months for the market to absorb the shares to be issued
under the AngloGold offer if all of the shares issued by AngloGold were resold
and those sales constituted fifty percent of the average daily trading volume.
For Newmont, the comparable period would be approximately three-and-a-half
months.
Furthermore, unlike AngloGold, Newmont is part of the Standard & Poor's 500
Index. Index funds represent a sizeable portion of the equity capital markets
and are expected to nearly double their holdings of Newmont stock following the
completion of the transactions.
IMPLEMENTATION
The cash component of the Normandy bid will be funded under Newmont's existing
US$600 million revolving credit facility, which is currently undrawn. Following
completion of the Normandy and Franco-Nevada transactions, Newmont will be one
of the best-capitalized gold companies in the world. With strong free cash flow
and a net-debt-to-capital ratio of 24%, Newmont will have significant financial
flexibility that will be augmented by targeted sales of non-core, non-Australian
assets for anticipated proceeds of between US$250 and US$300 million over the
next year.
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Newmont will lodge its Supplementary Bidder's Statement in respect of the
amended offer with the Australian Securities and Investment Commission and will
mail that statement to Normandy shareholders in due course. The consideration
under Newmont's bid will be paid to Normandy shareholders within five business
days of acceptance, subject to approval of Australian Stock Exchange listing and
the satisfaction or waiver of the conditions of the bid. As previously
announced, Newmont has made substantial progress toward satisfying the
conditions of the bid and has no reason to believe that the remaining conditions
will not be satisfied to permit completion of the acquisitions of Normandy and
Franco-Nevada by mid-February. The bid for Normandy is not conditional on the
acquisition of Franco-Nevada, but the acquisition of Franco-Nevada is
conditional on, among other things, the acquisition by Newmont of a relevant
interest in at least 50.1 percent of the Normandy common shares.
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SHAREHOLDERS SHOULD OBTAIN CURRENT QUOTES ON SHARES OF NEWMONT, NORMANDY AND
ANGLOGOLD.
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IMPORTANT NOTICE
Although Newmont Mining Corporation has lodged its Bidder's Statement in
Australia and mailed it to shareholders of Normandy Mining Limited who reside
outside of the United States and Canada, the offer by Newmont is not currently
being made to shareholders in the United States and Canada. In addition, the
Newmont offer cannot be accepted by shareholders in the United States and Canada
until Newmont's Registration Statement on Form S-4 has been declared effective
by the U.S. Securities and Exchange Commission.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
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
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 "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 a preliminary prospectus) on December 20, 2001 and a
preliminary proxy statement on December 26, 2001. Investors and security holders
are advised to read the preliminary prospectus and preliminary proxy statement,
which are available now, and the definitive prospectus and definitive proxy
statement, when they become available, because they contain and will contain
important information. Investors and security holders may obtain free copies of
the preliminary prospectus and preliminary proxy statement (which are available
now) and the definitive prospectus and definitive proxy statement (when
available) and other documents filed by Newmont with the Commission at the
Commission's web site at http://www.sec.gov. Free copies of the preliminary
prospectus and preliminary proxy statement, now available, and the definitive
prospectus and definitive proxy statement, once available, 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 http://www.sedar.com.
PARTICIPANTS IN SOLICITATION
Newmont Mining Corporation and its directors, executive officers and other
members of its management and employees may be soliciting proxies from its
stockholders in connection with the transactions. Information concerning
Newmont's participants in the solicitation is set forth in Newmont's Current
Report on Form 8-K filed with the Commission on November 14, 2001, as amended.
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