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 OFFER STILL THE BEST VALUE ALTERNATIVE FOR
FALCONBRIDGE SHAREHOLDERS
Toronto, July 11, 2006 The following comments were made today by Inco Chairman and CEO Scott
Hand in response to the revised bid from Xstrata plc for Falconbridge Limited announced earlier
today:
Incos offer for Falconbridge remains the best alternative on the table for Falconbridge
shareholders, both in terms of immediate and long-term value creation. The implied value of our
offer for Falconbridge under our friendly three-way agreement with Falconbridge and Phelps Dodge is
C$61.65 per share, based on todays mid-day share price for Phelps Dodge. This represents a
premium of 4.5 per cent above the Xstrata offer.
Xstratas offer also remains subject to a variety of conditions, including receipt of necessary
regulatory approvals, and accordingly, Xstrata may not be able to close its offer on July 21 as
they have stated. By contrast, Inco has obtained all of the regulatory clearances required to
complete its transaction.
Only Incos offer gives both current Inco and Falconbridge shareholders the opportunity to
participate in the great earnings, cash flow and growth potential of Phelps Dodge Inco. Phelps
Dodge Inco will be the worlds number one producer of nickel, and the second largest producer of
copper the two metals with the best fundamentals going forward. It will also be one of the
strongest super-majors in the global mining industry, with an impressive portfolio of greenfield
and brownfield growth projects, and the financial firepower to pursue a wide range of future
options.
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Incos offer, unlike Xstratas, also provides the only opportunity to fully capture the
outstanding synergies available in the Sudbury Basin and elsewhere. To date, the synergies
identified through the Phelps Dodge Inco combination are estimated at $900 million annually, with a
net present value of $5.8 billion. By bringing Inco and Falconbridge operations together in
Sudbury, Phelps Dodge Inco is the only transaction that offers significant new opportunities for
investment, growth and employment in the Sudbury Basin.
For these reasons and others we strongly encourage Falconbridge shareholders to tender their
shares to the Inco offer.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements regarding Incos offer to purchase all of the
common shares of Falconbridge Limited and regarding Incos proposed plan of arrangement with Phelps
Dodge, including statements regarding the consideration payable pursuant to Incos increased offer
for Falconbridge and the proposed plan of arrangement involving Inco and Phelps Dodge. Actual
results and developments may differ materially from those contemplated by these statements
depending on, among others, the risks that Inco will not be able to obtain the required approvals
or clearances from regulatory agencies and bodies on a timely basis, or divestitures or other
remedies required by regulatory agencies may not be acceptable or may not be completed in a timely
manner, the risk that Incos Offer will be unsuccessful for any reason, the risk that the
Inco-Phelps Dodge arrangement transaction will be unsuccessful for any reason and the other risk
factors listed from time to time in Incos and Falconbridges reports filed with the U.S.
Securities and Exchange Commission. The forward-looking statements included in this release
represent Incos views as of the date of this release. While Inco anticipates that subsequent
events and developments may cause its views to change, it specifically disclaims any obligation to
update these forward-looking statements. These forward-looking statements should not be relied
upon as representing its views as of any date subsequent to the date of this release.
Important Legal Information
This communication may be deemed to be solicitation material in respect of Incos proposed
combination with Falconbridge. Inco filed with the U.S. Securities and Exchange Commission (the
SEC), on October 24, 2005, a registration statement on Form F-8, which includes Incos offer and
take-over bid circular, and has filed amendments thereto, which include the notices of extension
and variation, and will file further amendments thereto as required, in connection with the
proposed combination
with Falconbridge. The offer and take-over bid circular and the notices of variation and extension
have been sent to shareholders of Falconbridge Limited. Inco has also filed,
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and will file (if
required), other documents with the SEC in connection with the proposed combination. Falconbridge
has filed a Schedule 14D-9F in connection with Incos offer and has filed, and will file (if
required), other documents regarding the proposed combination, in each case with the SEC.
INVESTORS AND SECURITY HOLDERS 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 SECURITYHOLDERS ARE URGED TO READ INCOS SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 THAT INCO FILED WITH THE SEC ON MAY 31, 2006, AND ANY AMENDMENTS INCO MAY FILE
THERETO, AS IT CONTAINS, AND SUCH AMENDMENTS, IF ANY, WILL CONTAIN, IMPORTANT INFORMATION REGARDING
TECK COMINCOS PROPOSED COMBINATION WITH INCO.
This communication is not a solicitation of a proxy from any security holder of Inco or Phelps
Dodge in respect of Incos proposed combination with Phelps Dodge. Inco intends to file a
Management Information Circular regarding the proposed combination with the securities commissions
or equivalent regulatory authorities in Canada and to provide the Management Information Circular
to Inco shareholders and Phelps Dodge has filed a preliminary Proxy Statement on Schedule 14A
regarding the proposed combination with the SEC. WE URGE INVESTORS TO CAREFULLY READ THE
MANAGEMENT INFORMATION CIRCULAR, AND ANY AMENDMENTS INCO MAY FILE THERETO, WHEN IT BECOMES
AVAILABLE BECAUSE IT, AND ANY SUCH AMENDMENTS, IF ANY, WILL CONTAIN IMPORTANT INFORMATION ABOUT
INCO, PHELPS DODGE AND THE PROPOSED COMBINATION. WE URGE INVESTORS TO CAREFULLY READ THE PROXY
STATEMENT, AND ANY AMENDMENTS PHELPS DODGE MAY FILE THERETO, BECAUSE IT AND SUCH AMENDMENTS, IF
ANY, WILL CONTAIN IMPORTANT INFORMATION ABOUT INCO, PHELPS DODGE AND INCOS PROPOSED COMBINATION
WITH PHELPS DODGE.
Inco, Phelps Dodge and their executive officers and directors may be deemed to be participants in
the solicitation of proxies from Inco and Phelps Dodge security holders in favor of Incos proposed
combination with Phelps Dodge. Information regarding the security ownership and other interests of
Incos and Phelps Dodges executive officers and directors will be included in the Management
Information Circular and Proxy Statement, respectively.
Investors and security holders may obtain copies of the offer and take-over bid circular, the
notices of variation and extension, the registration statement, the Solicitation/Recommendation
Statement and Incos, Falconbridges and Phelps Dodges other public filings made from time to time
by Inco, Falconbridge and Phelps Dodge with
the Canadian Securities Regulators, at www.sedar.com, and with the SEC at the SECs web site,
www.sec.gov, free of charge. The Management Information Circular (when it
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becomes available) may
also be obtained free of charge at www.sedar.com. In addition, the offer and take-over circular
and the other disclosure documents may be obtained free of charge by directing a request to
MacKenzie Partners Inc. at the toll free numbers set out above or by contacting Incos media or
investor relations departments.
IN 06/31
July 11, 2006
For further information:
Media Relations: Steve Mitchell(416) 361-7950
Investor Relations: Sandra Scott (416) 361-7758
or www.inco.com