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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[NEWMONT LOGO]
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 CONTINUES TO BE ON TRACK FOR MID-FEBRUARY CLOSING;
RECEIVES ADDITIONAL REGULATORY APPROVALS
SYDNEY, 14 January 2002 (Denver, 14 January 2002) -- Newmont Mining Corporation
(NYSE: NEM) has obtained most of the required regulatory approvals for its bid
to acquire Normandy Mining Limited (ASX:NDY) and its acquisition of
Franco-Nevada Mining Corporation Limited (TSE: FN). Newmont continues to be on
track to complete both acquisitions in mid-February.
In recent weeks Newmont has:
o Received approval from Australia's Foreign Investment Review Board (FIRB) for
its acquisition of Normandy.
o Had the United States Securities and Exchange Commission declare effective
its registration statements relating to the Normandy bid and a special
Newmont shareholder meeting to consider matters relating to the Normandy bid
and Franco-Nevada acquisition.
o Set its special meeting of shareholders for February 13, 2002, at which
Newmont shareholders of record at the close of business January 4, 2002 are
entitled to vote and for which proxy materials have been mailed.
o Dispatched its Bidder's Statement to holders of Normandy shares outside of
Canada and the United States.
o Mailed its offer document to holders of Normandy shares in the United States
and Canada.
o Received termination of the Hart-Scott-Rodino anti-trust waiting periods for
both acquisitions.
o Received advance ruling certificates from the Canadian Competition Bureau
with respect to the acquisitions of Normandy and Franco-Nevada.
o Received conditional approval from The Toronto Stock Exchange for the listing
of the Exchangeable Shares to be issued in connection with Newmont's
acquisition of Franco-Nevada.
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o Filed with the Australian Stock Exchange its application for the listing of
Newmont CDIs to be issued in connection with its bid for Normandy.
o Filed its application with the New York Stock Exchange for the listing of the
Newmont shares to be issued in connection with the acquisitions of Normandy
and Franco-Nevada.
Additionally, Franco-Nevada has:
o Received the interim order of the Ontario Superior Court calling the
Franco-Nevada shareholders' meeting in connection with the Plan of
Arrangement pursuant to which Newmont will acquire all of the shares of
Franco-Nevada.
o Mailed to its shareholders the materials for the Franco-Nevada shareholders'
meeting at which the Plan of Arrangement with Newmont is to be considered on
January 30, 2002.
Newmont Chairman, President and Chief Executive Officer Wayne W. Murdy said, "We
are looking forward to completing our acquisitions of Normandy and Franco-Nevada
in mid-February. We continue to have every confidence that, within that
timeframe, we can satisfy the remaining conditions to those acquisitions. With
respect to our bid for Normandy, we believe that the choice is clear. Our bid
provides the best immediate value to Normandy shareholders and the best
long-term value creation potential for shareholders of the combined company."
Bruce D. Hansen, Newmont's Senior Vice President and Chief Financial Officer,
commented, "Our bid for Normandy continues to have a market value higher than
AngloGold's bid, which has been available for acceptance for more than two
months but, to date, has been accepted by holders of not much more than 6
percent of the Normandy shares. Newmont is offering 67 percent more cash than
AngloGold - providing additional certainty of value to Normandy shareholders -
and stock that is included in the S&P 500 Index that has, and can be expected to
continue to have, significantly greater trading liquidity."
# # #
Shareholders should obtain current quotes for the Newmont, Normandy and
AngloGold 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.
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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, 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 http://www.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 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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