e425
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
Inco offers to acquire Falconbridge
Media Conference
Remarks by Scott Hand
Chairman and Chief Executive Officer
Inco Limited
October 11, 2005
CHECK AGAINST DELIVERY
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
Thank you all for coming today.
As you know Inco and Falconbridge are two companies with long histories
Falconbridge is 83 years old, Inco is 103 years old. And for a good part of our shared
history, people have been looking at us, and saying,
You know, if only those two could only find a way to get together. What an
unbelievable company that would be!
Well, finally, that day has arrived. And you can imagine how excited we are about the
great potential that this new company has.
As Derek and I say, this company will be a Canadian-based nickel and copper
powerhouse on the global scene.
Let me first stress that word Canadian. Because thats something we feel very proud of.
And I think we all agree this is a historic day for Canadian mining!!
Canada is without question one of the worlds great centres of mining, and we feel
privileged to carry on that proud tradition.
With a solid base of operations in Canada, and with our headquarters right here in
Toronto, this new company will bring a much stronger Canadian player to the global
mining stage.
And as we grow, we plan to build Canadas great reputation as a mining leader around
the world.
Now let me explain just what were talking about when we call this new company a
powerhouse.
First, were talking about size and financial strength.
Our combined company has an enterprise value of about $25 billion, which leapfrogs us
past all but a small handful of mining and metals companies in the world.
Of course size isnt everything you have to be profitable too, and we will be, with
outstanding earnings and cash flow but added size does brings some major added
benefits in the global world of mining.
Notably, we will have the added strength and financial flexibility to pursue growth
opportunities and we will have a lot of options to pursue, in both nickel and in copper.
2
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
We will also have greater liquidity in North American stock markets and will become a
preferred holding for North American investors who want to take part in the excellent future of
metals, with nickel and copper at the top of the list.
Which brings us to our great position in two great metals nickel and copper.
We will be the worlds number one nickel producer with an annual production of some 735 million
pounds, and some of the worlds best assets and low-cost operations.
We will also be a top copper producer, ranked number five in the world, with an annual production
of 1.33 billion pounds, and again, some of the worlds best assets and low-cost operations.
Nickel and copper both share a great market outlook.
Both are in great demand in China, and as I have said before the dragon is hungry, not just
for nickel but for copper as well. Both are in short supply. And both have a lack of new supply
coming onstream.
Which brings us to another great strength our great opportunities for growth in both metals.
The new Inco will have one of the best portfolios of properties in nickel and copper in the mining
industry, with an enviable range of options for future growth.
If you look at projects like Voiseys Bay and Goro on the nickel side, and El Pachon and El Morro
on the copper side plus all the other options available for growth in both metals this
company will have one of the best project pipelines in the mining business, bar none.
Our global power will also come from our geographic diversification a major presence in North
America, South America, Asia, the South Pacific, and Europe.
Look at the map of our combined operations included in your press kit, and I think youll be
surprised by our sheer global reach.
Derek will have more to say about another great strength that we see and that is the huge
potential to combine our operations.
We estimate that Inco and Falconbridge have the unique opportunity to realize some $350
million per year in total synergies by bringing our companies together.
Our operations people become very excited when they get together and start talking about the
possibilities in Sudbury, and quite frankly, I cant wait to set them loose.
3
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
Let me add the very important fact that this is a win win proposition for our Sudbury
employees and the community.
We can achieve these synergies which are unique to our two companies in a way that helps
preserve jobs and facilitates long-term growth in the Sudbury basin.
Last, but certainly not least, well be a powerhouse in terms of our global team.
From the combined management group on through the ranks, this will be a formidable team. It will be
very hard for anyone to match our combined experience and know-how in the art and science of base
metals mining and processing.
And that adds up to a significant competitive advantage going forward that is hard for anyone
else to duplicate.
Let me add another important point, which is that we share the same values when it comes to
safety, caring for the environment and respecting and benefiting the communities where we
work.
Without those shared values, this new combination would never work with them, it makes our
new company that much stronger.
Finally, let me say how truly privileged we feel to be combining our fortunes with a company
like Falconbridge.
I always knew you had an impressive group over there, but the more I have gotten to know you in
recent weeks, the more Im stuck that Falconbridge is a company of truly outstanding, quality
people.
And if all goes the way we hope, I look forward to getting to know all of you a lot better very
soon.
So let me take this opportunity to officially welcome the 14,000-odd Falconbridge people to the new
Inco.
Together, all 25,000 of us can look forward to a very exciting future.
With that, Derek, Ill turn it over to you.
4
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
Inco offers to acquire Falconbridge
Media Conference
Remarks by Derek Pannell
Chief Executive Officer
Falconbridge Limited
October 11, 2005
CHECK AGAINST DELIVERY
5
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
Thank you, Scott. I appreciate your kind words.
We at Falconbridge are equally impressed with our experience with Inco over the past short
while, and we are eager to combine our strengths with Incos, and to create the global base
metal powerhouse that Scott referred to.
I know there are a number of questions the assembled media has for us, so I wont speak long. I
would like to reinforce what Scott said about the strength of this combination. In respect to
Falconbridge shareholders, I believe this is an excellent development. The offer provides solid
value for today, as well as significant potential for the future. Our Board unanimously endorsed
this combination because we believe it offers the best short and long term value to our
shareholders.
As Scott mentioned, there are significant synergies related to this transaction. Let me explain
these a little.
We anticipate about $350 million in annual synergies will be achieved as a result of this
transaction, at both operational level and the corporate level. The majority will be related to
taking advantage of operational efficiencies that become possible in the new Inco.
The main operational synergies we have identified are in Sudbury, where we have complementary
land positions, mine and shaft infrastructure, surface processing and metallurgical
facilities.
There are obvious and immediate benefits to be realized as we gain the ability to direct the flow
of materials more efficiently. This will reduce processing costs, improve use of smelting and
refining capacity, and produce more product.
Let me give you an example thats already been implemented. A few months ago, Inco and
Falconbridge came to an agreement to refine Inco copper anodes at Falconbridges refinery in
Montreal. This filled available capacity for Falconbridge while reducing costs for Inco. This is
only scratching the surface of the opportunities we have before us.
Ill give you another simple example: Incos and Falconbridges concentrators are at nearly
opposite ends of the Sudbury Basin, and we each ship ore 50 or more kilometers to our respective
concentrators from certain mines. With a combined company, we will optimize ore shipping, reduce
freight costs and increase efficiency. At the same time, we will be able to reduce feed
variability, improve mill recoveries and maximize throughput.
The combination of our companies will allow us to reduce bottlenecks, explore ways to increase
production, and ultimately lower unit costs and we expect to become among the worlds best in
this measure.
6
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
The operational synergies before us are practical, they are significant, and we are
prepared to realize them.
In deals of this magnitude there is always necessary rationalization at a corporate level. This
deal is no exception. However, looking at the bigger picture, were creating a much more powerful
Canadian mining company that will be a strong force on the global mining scene for years to come,
providing jobs not just for people within the company, but also in the many head office support
services in Torontos financial and investment community, legal firms, accounting firms, IT support
and so on.
I must stress and I know Scott agrees wholeheartedly that respect for employees is a
fundamental principle for both of us. Wherever rationalization is needed, it will be approached
in a manner that offers as much support and understanding as possible.
Of course, synergies are just one consideration in this deal. Another is the impressive list of
assets we will bring together.
On the nickel side, Inco has Voiseys Bay, Thompson and PT Inco. We are adding Raglan, Falcondo
and Montcalm. Then we have our projects: Goro and Koniambo in New Caledonia, and Kabanga in
Tanzania. And we can add Falconbridges recent promising nickel laterite project in Brazil to
that list.
Falconbridge will bring significant strength in copper to the new company. We have Collahuasi and
Lomas Bayas in Chile, Kidd Creek in Timmins and our stake in Antamina in Peru. In addition, we have
our Chilean metallurgical facility at Altonorte and other metallurgical operations in Ontario and
Quebec. To this we will add copper mined at Voiseys Bay, as well as an impressive list of
Falconbridge projects, including El Pachon, El Morro and West Wall in South America and Frieda
River in Papua New Guinea.
Falconbridge also brings fully integrated zinc and aluminum businesses. Our aluminum sales
represent 10% of the US market, and the business generates strong cash flows.
The zinc business includes the fourth-largest zinc mine in the world, and smelting and refining
capability. Three of the ten largest zinc projects in the world are also under Falconbridge
control.
All of which is to say that as a combined entity, we have global reach and global clout. Our
array of operating assets is both impressive and diversified. And our pipeline of projects is
among the best in the world.
The cash flows we will be able to generate from our combined company will enable us to facilitate
profitable growth and become the leading base metals mining company.
Before we open the floor to questions, Id like to close with two thoughts:
7
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
First, I believe this deal will deliver both immediate and longer-term value to
Falconbridge shareholders. The offer today is fair, and there is significant future potential for
the combined company.
And second, I would like to express my deep satisfaction over what I see as a winning resolution to
Falconbridges recent corporate history. For the past two years, Falconbridge shareholders and
employees have taken an interesting journey, creating momentum as they dealt successfully with
change and uncertainty. With the conclusion of this deal, their patience will be rewarded, and the
momentum maintained as two strong Canadian companies come together to create one global mining
force.
Thank you.
8
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
Scott M. Hand
Chairman and Chief Executive Officer
Inco Limited
Scott M. Hand was elected Chairman and Chief Executive Officer of Inco Limited in April 2002, after
serving as Deputy Chairman and CEO since April 2001. Prior to his election as Deputy Chairman and
CEO, he was President since 1992. He earlier served as Executive Vice-President, General Counsel &
Secretary and was also responsible for Strategic Planning and Business Development for the Company.
Mr. Hand joined Inco in 1973 in its Legal Department. Before he joined Inco, Mr. Hand was
associated with a New York City law firm.
Mr. Hand received a Bachelor of Arts degree from Hamilton College in 1964, and after spending two
years in Ethiopia with the U.S. Peace Corps, he entered Cornell Law School and graduated with a
Doctor of Jurisprudence degree in 1969.
He is a member of the Board of Directors of Independence Community Bank Corp. in Brooklyn, New
York.
Mr. Hand is a member of the Board of Directors of The Nickel Development Institute and the Canadian
Council of Chief Executives. He is also a member of the U.S. Council on Foreign Relations and a
member of the Boards of the Ontario Heritage Foundation and Tafelmusik.
He was born in San Francisco, California on May 11, 1942 and is married to the former Ellen F.
MacMillan. They have three children and make their home in Toronto.
9
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
Derek G. Pannell
Chief Executive Officer
Falconbridge Limited
Derek G. Pannell was appointed Chief Executive Officer of Falconbridge on June 30, 2005. He had
previously been the President and Chief Executive Officer of Noranda Inc. since June 1, 2002. Mr.
Pannell also served as the President and Chief Operating Officer for Noranda between September
2001 and June 2002.
Mr. Pannell is a metallurgical engineer with over 35 years of experience in the mining and metals
industry. He holds a Bachelor of Science degree from Imperial College in London, England. As
Vice-President, Operations, of Compañía Minera Antamina in Peru, Mr. Pannell participated in the
very successful completion of the copper-zinc mine, a $2.3 billion copper mining development in
Peru which started commercial production in October 2001, four months ahead of schedule and under
budget.
Mr. Pannell first joined Noranda in 1969 and, over the years, became responsible for the
operations of Norandas principal copper and zinc businesses. His senior level management
experience includes Senior Vice-President, Copper Group, and President of Noranda Copper Smelting
and Refining, as well as President of Brunswick Mining and Smelting.
Mr. Pannell is a Director of the Mining Association of Canada and the Chair of the Associations
Towards Sustainable Mining Initiative and a Board member of the International Council on Mining
and Metals. He also acted as Co-Chair of the Mining Industry Training and Adjustment Council from
1996 to 1998, was a member of the Premier of New Brunswicks roundtable on the environment from
1995 to 1997, and was President of the Rouyn-Noranda CEGEP during 1991 and 1992. Mr. Pannell is
also an Honourary Professor of the Universidad Nacional de Ingenéria, Lima, Peru.
10
OVERVIEW
The new Inco will be a world-class, metals and mining company.
INCO
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Founded in 1902 as the International Nickel Company |
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Worlds second largest nickel producer |
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Important producer of copper, cobalt, precious
metals and major producer of value-added specialty
nickel products
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11,000 employees |
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Operations, projects and offices in 18 countries |
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Revenues: $2.3 billion (six months ended June 30, 2005) |
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Net income: $528 million (six months ended June 30, 2005) |
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Market capitalization: $9 billion (as at September 30, 2005) |
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Listed on the Toronto Stock Exchange (N) and the
New York Stock Exchange (N) |
FALCONBRIDGE
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Founded 1922 (Noranda) and 1928 (Falconbridge) |
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Worlds fourth largest nickel producer, eighth largest copper producer and third largest
zinc producer |
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Integrated aluminum and zinc operations |
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14,500 employees |
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Operations and offices in 18 countries |
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Revenues: $4.1 billion (six months ended June 30, 2005) |
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Net income: $378 million (six months ended June 30, 2005) |
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Market capitalization: $10 billion (as at September 30, 2005) |
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Listed on the Toronto Stock Exchange (FAL.LV) and the New York Stock
Exchange (FAL) |
NEW INCO
(Pro forma)
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World Producer Ranking: |
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Nickel: 1st |
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Copper: 8th |
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Zinc: 3rd |
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Aluminum: 10 per cent of United States consumption |
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Cobalt: a leading producer |
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25,500 employees |
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Operations, projects and offices in 28 countries |
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Revenues: $6.4 billion (six months ended June 30, 2005) |
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Cash Flow: $1.25 billion (six months ended June 30, including changes in working capital) |
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Listed on the Toronto Stock Exchange (N) and the New York Stock Exchange (N) |
PRODUCTION 2005 (estimated)
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The new Inco will be the worlds leading nickel producer |
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The new Inco will also be a leading player in copper,
zinc, aluminum and cobalt markets |
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MILLIONS OF POUNDS |
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INCO |
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FALCONBRIDGE |
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NEW INCO |
NICKEL
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485 |
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250 |
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735 |
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COPPER
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250 |
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1,080 |
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1,330 |
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All figures in U.S. dollars unless otherwise stated.
A STRONGER, MORE DIVERSIFIED COMPANY
The new Inco will be a global Canadian-based mining and metals powerhouse.
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The worlds largest nickel producer, eighth-largest copper producer, third largest zinc producer and a leading cobalt producer |
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U.S. $350 million annual pre-tax synergies by year-end 2007 |
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One of the lowest cash costs in the global nickel and copper industries |
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Financial strength and flexibility to invest in growth |
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Excellent portfolio of global growth opportunities |
TOP NICKEL PRODUCERS (2005e)
The new Inco will become the biggest nickel producer in the
world with estimated 2005 output of about 735 million pounds of
low-cost nickel.
TOP COPPER PRODUCERS (2005e)
The new Inco will become the worlds eighth-largest copper
producer with 2005 output of about 1.33 billion pounds of low-cost
production and great growth prospects.
POTENTIAL PRODUCTION INCREASES (estimated)
35% increase in nickel
production by 2009
95% increase in copper
production by 2011
OPERATIONS AND DEVELOPMENT PROJECTS
The new Inco will be more geographically diverse with operations, projects and offices
in 28 countries and a marketing network that extends to over 40. The new company will become
the worlds leading nickel producer, eighth largest copper
producer, third largest zinc producer, a leading cobalt producer, and will have 10 per cent of
the United States aluminum market. The new company will also possess an enviable portfolio of
growth projects and will be a Canadian-based, global mining leader.
OPERATIONS
NICKEL
North America
Montcalm mine Timmins, Ontario
Novamet Specialty Products Corp. Wyckoff, New Jersey
Raglan mine Nunavik Territory, Quebec
Sudbury mines and processing facilities Sudbury, Ontario
Thompson mines and processing facilities Thompson, Manitoba
Caribbean
Falcondo mine and processing plant Bonao, Dominican Republic
Europe
Clydach refinery Swansea, Wales
Asia
Inco Advanced Technology Materials Co., Ltd. Dalian, China and Shenyang, China
Inco TNC Limited Matsuzaka (Tokyo), Japan
Jinco Nonferrous Metals Co. Ltd. Kunshan, China
Korea Nickel Corporation Onsan, South Korea
Taiwan Nickel Refining Corporation Kaohsiung, Taiwan
PT Inco mine and processing facility Sorowako, Indonesia
COPPER
North America
CCR refinery Montreal, Quebec
Horne smelter Rouyn-Noranda, Quebec
Kidd Creek mine and smelter Timmins, Ontario
South America
Altonorte smelter La Negra, Region II, Chile
Antamina mine Department of Ancash, Peru
Collahuasi mine Region I, Chile
Lomas Bayas mine Region II, Chile
ZINC
North America
Brunswick mine Bathurst, New Brunswick
Brunswick smelter Belledune, New Brunswick
CEZ refinery Valleyfield, Quebec
General Smelting Lachine, Quebec
Kidd Creek smelter and refinery Timmins, Ontario
COBALT
North America
Port Colborne refinery Port Colborne, Ontario
ALUMINUM
North America
GramercyAlumina refinery Gramercy, Louisiana
Primary Aluminum smelter New Madrid, Missouri
Rolling mills Huntingdon, Tennessee; Newport, Arkansas; Salisbury, North Carolina
Caribbean
St. Ann Bauxite mine Discovery Bay, Jamaica
OTHER
North America
Noranda Recycling Brampton, Ontario; East Providence, Rhode Island;
La Vergne, Tennessee; Roseville, California; San Jose, California
NorFalco LLC (sulphuric acid) Independence,Ohio; Mississauga, Ontario
The International Metals Reclamation Company, Inc. Ellwood
City, Pennsylvania
Europe
Acton refinery (platinum-group metals) London, England
DEVELOPMENT PROJECTS
NICKEL
Goro Nickel S.A. mine and processing facility South Province, New Caledonia
Kabanga Tanzania
Koniambo North Province, New Caledonia
Nickel Rim South Sudbury, Ontario
PT Inco expansion Sorowako, Indonesia
Voiseys Bay Nickel Company limited mine, concentrator and demonstration plant St. Johns, Newfoundland and Labrador
COPPER
Frieda River Papua, New Guinea
El Morro Region III, Chile
El Pachón Argentina
West Wall Region IV, Chile
ZINC
Lady Loretta Queensland, Australia
Lennard Shelf Western Australia, Australia
Perseverance Matagami, Quebec
GROWTH
The new Inco will have the worlds best pipeline of growth opportunities.
NICKEL GROWTH OPPORTUNITIES
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NAME |
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LOCATION |
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DESCRIPTION |
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Voiseys Bay
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St. Johns, Newfoundland and
Labrador
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Massive sulphide ore deposit, mine and concentrator in Labrador and demonstration
processing plant in Argentia, Newfoundland |
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First concentrate produced in September 2005 |
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100% ownership |
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Goro
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New Caledonia
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One of the best undeveloped nickel laterite
orebodies in the world first
production from this nickel-cobalt project is
expected in late 2007 |
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69% ownership |
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Koniambo
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New Caledonia
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Very good undeveloped laterite deposit decision
on development by January 1, 2006 |
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49% ownership |
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Nickel Rim South
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Sudbury, Ontario
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One of the highest grade deposits in the Sudbury
Basin with significant platinum-group metals |
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Production scheduled to commence in 2009 |
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100% ownership |
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PT Inco
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Sorowako, Indonesia
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One of the lowest cost producers, with significant
expansion potential within contract of work area |
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49% ownership |
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Raglan
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Nunavik Territory, Quebec
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Expansion project for the Raglan nickel operation |
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Drilling program underway |
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100% ownership |
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Kabanga
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Tanzania
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Important nickel sulphide development project |
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Drilling program and feasibility study underway |
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50% ownership |
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Araguaia
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Brazil
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Attractive newly discovered nickel laterite property |
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Extensive exploration program being conducted |
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100% ownership |
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Fraser Morgan
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Sudbury, Ontario
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Encouraging results in this Sudbury area drilling
program reaffirms local exploration and resource potential |
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100% ownership |
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Kelly Lake
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Sudbury, Ontario
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Orebody located adjacent to existing Copper Cliff South Mine |
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100% ownership |
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Onaping Depth
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Sudbury, Ontario
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Orebody located below previously operating Onaping mine |
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100% ownership |
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1-D Lower
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Thompson, Manitoba
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Located at Thompson Mine, development of the first
phase of the 1-D Lower orebody is expected to commence in 2006, and
production from the orebody should begin in 2008 |
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100% ownership |
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Totten Mine
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Sudbury, Ontario
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Orebody located at former operating site |
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100% ownership |
COPPER GROWTH OPPORTUNITIES
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NAME |
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LOCATION |
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DESCRIPTION |
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El Pachón
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Argentina
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Attractive copper mine developement project |
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Feasibility study being updated based on results
of extensive drilling program |
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100% ownership |
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El Morro
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Chile
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A large copper porphyry with high gold co-product
credits |
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70% ownership |
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Collahuasi
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Chile
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Expansion project and new discoveries |
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Scoping study underway |
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44% ownership |
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Lomas Bayas
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Chile
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Reviewing adjacent Fortuna de Cobre deposit |
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Exploration program ingoing |
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100% ownership |
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Frieda River
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Papua, New Guinea
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One of the worlds largest undeveloped copper and gold deposits |
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Right to earn 72% ownership |
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Kidd Mine D
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Timmins, Ontario
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Deepest base metals orebody in the world |
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100% ownership |
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West Wall
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Chile
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Significant copper porphyry |
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Right to earn 50% ownership |
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
Forward-Looking Statements
This media kit contains forward-looking information about Inco Limited (Inco) and the combined
company after completion of the transactions described herein 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. Words such as
expect(s), feel(s), believe(s), will, may, anticipate(s) and similar expressions are
intended to identify forward-looking statements. These statements include, but are not limited to,
financial projections and estimates and their underlying assumptions; statements regarding plans,
objectives and expectations with respect to future operations, products and services; statements
regarding business and financial prospects; financial multiples; statements regarding anticipated financial or operating
performance and cash flows; statements regarding expected synergies
and cost savings, including the timing, from the proposed combination of
the two companies; statements concerning possible divestitures; and statements regarding strategies, objectives, goals and targets. Such statements
are subject to certain risks and uncertainties, many of which are difficult to predict and are
generally beyond the control of Inco, 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 and identified in public filings with the
U.S. Securities and Exchange Commission (SEC) made by Inco and include, but are not limited to:
the possibility that approvals or clearances required to be obtained
by Inco and Falconbridge from regulatory
and other agencies and bodies will not be obtained in a timely manner; the possibility that divestitures required by
regulatory agencies may not be completed in a timely manner; the possibility that the anticipated
benefits and synergies and cost savings from the acquisition or related divestitures cannot be fully realized; the
possibility that the costs or difficulties related to the integration of Falconbridges operations
with Inco will be greater than expected; the level of cash payments to shareholders of Falconbridge who exercise their statutory dissenters
rights in connection with the expected eventual combination of the two companies; the possible
delay in the completion of the steps required to complete the eventual combination of the two
companies; business and economic conditions in the principal markets for the companies products,
the supply, demand, and prices for metals to be produced, purchased intermediates and substitutes
and competing products for the primary metals and other products produced by the companies,
production and other anticipated and unanticipated costs and expenses and other risk factors relating to our industry as detailed from time to time
in Falconbridges and Incos reports filed with the SEC. The forward-looking statements included
in this media kit represent Incos views as of the date hereof. While Inco anticipates that
subsequent events and developments may cause Incos views to change, Inco specifically disclaims
any obligation to update these forward-looking statements. These forward-looking statements should
not be relied upon as representing Incos views as of any date subsequent to the date hereof.
Readers are also urged to carefully review and consider the various disclosures in Incos various
SEC filings, including but not limited to Incos Annual Report on Form 10-K for the year ended
December 31, 2004, and Incos Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2005.
Important Legal Information
This media kit may be deemed to be solicitation material in respect of Incos proposed combination with
Falconbridge. Inco will prepare and file, if required, a registration statement on Form F-8,
containing a share exchange take-over bid circular to be delivered to the shareholders of
Falconbridge, and other documents with the SEC. Falconbridge, if required, will file other
documents regarding the proposed merger with the SEC. INVESTORS AND SECURITYHOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to receive the registration statement and Incos other SEC filings
free of charge at the SECs web site, www.sec.gov or from Incos media or investor relations departments.
11