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
--------------------------------------------------------------------------------
NEWMONT PLEASED WITH CONCLUSION OF PANEL PROCEEDINGS
DENVER, DECEMBER 12, 2001 -- Newmont Mining Corporation (NYSE: NEM) announced
today that it was pleased with the decision released by the Australian Takeovers
Panel today in connection with the most recent of the applications made by
AngloGold Limited in response to Newmont's bid for Normandy Mining Limited (AUS:
NDY). Under Newmont's bid, which was revised on 10 December 2001,shareholders of
Normandy will receive A$0.40 cash and 0.0385 Newmont common shares for each of
their Normandy shares. Based on closing prices on 11 December 2001, Newmont's
bid has a value of A$1.81 and AngloGold's bid has a value of A$1.68 per Normandy
share.*
In its most recent media release, the Takeovers Panel announced that it had
declined to accept the application by AngloGold that Newmont's proposed
acquisition of Franco-Nevada Mining Corporation Limited (TSE: FN) would give
rise to "unacceptable circumstances". In earlier decisions, the Takeovers Panel
rejected the applications by AngloGold that certain other matters, including the
"break fees" that may be paid by Normandy to Newmont, gave rise to unacceptable
circumstances. The Panel also reached a decision last week that the modified
handling fees that had been proposed by AngloGold for its bid for Normandy were
against the intent and policy of the takeovers provisions of the Australian
Corporations Act and would give rise to unacceptable circumstances. In response,
AngloGold withdrew the modified handling fees.
Wayne W. Murdy, the President and Chief Executive Officer of Newmont, commented
that "We hope that, with these proceedings out of the way, AngloGold will not
try to further frustrate the ability of Normandy shareholders to make a choice."
In other developments, Franco-Nevada has announced that it intends to convene
the meeting of its shareholders to consider the acquisition of Franco-Nevada by
Newmont on 30 January 2002. As noted in its news release on 10 December 2001,
Newmont intends to lodge its Bidder's Statement within the next few days.
Mr. Murdy said that " We continue to be very confident that the various
conditions to our acquisitions of Normandy and Franco-Nevada will be satisfied.
We have found overwhelming Normandy, Newmont and Franco-Nevada shareholder
support for our vision, and all of our regulatory filings in various
jurisdictions are proceeding in the normal course. We are looking forward to
meeting with Newmont's shareholders in February and we plan to close these
transactions by the middle of that month."
--------
* Shareholders are urged to obtain updated quotes on the Normandy, Newmont and
AngloGold shares.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The following 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 "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 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 will
file a proxy statement and a registration statement with a prospectus with the
U.S. Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT AND THE PROSPECTUS WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain free copies the proxy statement and the prospectus
(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 proxy statement
and the prospectus, 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.