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 ACQUIRES RELEVANT INTEREST IN MORE THAN 66 PERCENT OF
NORMANDY SHARES
o REMAINING CONDITIONS TO ACQUISITIONS OF NORMANDY AND FRANCO-NEVADA
WAIVED
DENVER, TORONTO and SYDNEY, 15 February 2002 -- Newmont Mining Corporation
(NYSE:NEM) announced today that it has acquired a relevant interest in more than
66 percent of the shares of Normandy Mining Limited (ASX:NDY) (calculated on a
fully-diluted basis) and has declared its bid free of all remaining conditions.
All remaining conditions necessary for completion of Newmont's acquisitions of
Normandy and Franco-Nevada Mining Corporation Limited (TSE:FN) now have been
satisfied or waived.
As previously announced, Newmont will complete its acquisition of Franco-Nevada
on 16 February 2002. Following the close of ASX trading on Wednesday, 20
February, Newmont will pay all Normandy shareholders who accepted Newmont's bid
prior to 7:00 p.m. Sydney time on 15 February. Shareholders who subsequently
accept Newmont's bid for Normandy will be paid within five business days, as
provided under the terms of the bid. The bid for Normandy is scheduled to expire
on 26 February at 7:00 p.m. Sydney time (3 a.m. New York time).
Wayne W. Murdy, Chairman, President and Chief Executive Officer of Newmont,
stated, "We thank the Newmont, Normandy and Franco-Nevada shareholders for
helping us to create the world's premier gold company. This achievement is just
the beginning of what we believe is an exciting future for the new Newmont, its
stockholders, its employees and the members of the broader communities that are
associated with it. The shareholders' endorsement of the combination is a very
satisfying conclusion to the process that we embarked upon in November."
Newmont will:
o have the highest reserve base and highest annual production of gold in
the world;
o be one of the best capitalized gold companies, with the financial
strength to develop attractive projects;
o operate a diversified portfolio of world-class operations with balanced
political risk;
o offer investors the most leverage to a rising gold price of any major
producer;
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o benefit from consistent cash flow (even in a low gold price environment)
generated by the high margin royalty and investment business of
Franco-Nevada, which will operate as a division of the combined company;
and
o have a strong, seasoned management team and employees committed to
delivering shareholder value.
Mr. Murdy said, "We intend to build upon this outstanding platform, be the
leader in the continuing rationalization of the industry globally and
concentrate on large mining districts, such as Nevada, Peru and Western
Australia. Our management team will be strengthened with the addition of key
individuals from Normandy and Franco-Nevada. Pierre Lassonde, Co-Chief Executive
Officer of Franco-Nevada, will join Newmont as our new President."
Commencing on Wednesday, 20 February, Newmont's Canadian Exchangeable Shares
will begin trading on The Toronto Stock Exchange under the symbol "NMC". Trading
in Newmont CDIs is expected to commence on the Australian Stock Exchange on
Monday, 25 February under the symbol "NEM".
Normandy shareholders with questions as to how to accept Newmont's bid may call
Newmont's stockholder information line at 1 800 507 507 (toll-free within
Australia), 1 888 750 5835 (toll-free within the United States or Canada) or +61
2 9278 9331 (if outside Australia, the United States or Canada).
# # #
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.
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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 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.
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