Jul 29 2006
Inco Limited today announced that its tender offer to acquire all of the outstanding common shares of Falconbridge Limited expired at midnight (Vancouver time) on July 27, 2006. At the time of expiration, the minimum tender condition of 50.01 per cent of the Falconbridge common shares had not been satisfied, and the company has therefore elected to terminate its offer. Inco has instructed CIBC Mellon Trust Company, the depositary for the offer, to promptly return all shares tendered.
"Though a large number of Falconbridge shareholders supported our offer, unfortunately it wasn’t enough,” said Scott Hand, Chairman and Chief Executive Officer of Inco. “This is disappointing news for the many people at Inco and Falconbridge who have worked very hard to realize this transaction and create what we believe would have been a truly great mining company. I thank everyone for the many long hours and effort they have contributed. But the Falconbridge shareholders have spoken, and we’re moving on. I wish Derek Pannell and his team all the best going forward.”
“While we may not have achieved the transaction that we originally hoped for, our shareholders have benefited since we began this process, as our share price has increased by 73 per cent from when we originally announced our transaction on October 11, 2005,” Mr. Hand said.
“Inco’s attention now turns to completing our two-way transaction with Phelps Dodge to create a global powerhouse in nickel and copper,” he said. “Based on the combined company’s premier asset base, the outlook for sustained long-term high metals prices and strong cash flows, the two-way combination is a winning option for the shareholders of both companies. We also believe that it is clearly superior to the competing bid for Inco put forward by Teck Cominco.”
Under the terms of the Phelps Dodge transaction, Inco shareholders will receive 0.672 shares of Phelps Dodge stock, plus Cdn.$20.25 per share in cash for each share of Inco stock. The implied value of the Phelps Dodge offer currently stands at Cdn $79.81, based on the closing price of the Phelps Dodge common stock on the New York Stock Exchange and the U.S./Canadian dollar exchange rate on July 27, 2006. Phelps Dodge Inco will be the world’s second largest nickel producer, one of the world’s largest copper producers, and a leading producer of molybdenum and cobalt, with a world-class portfolio of growth projects in nickel and copper.
“Nickel and copper are both trading at or near record price levels,” said Mr. Hand. “They are the two metals with the best supply-demand fundamentals going forward, and are the two metals that China needs but does not produce in any significant quantities,” he said. “Phelps Dodge Inco will be ideally positioned to make the most of the strong markets we foresee for both metals over the near and long term.”
As previously announced, the corporate office and the new company’s copper division will be headquartered in Phoenix. Inco Nickel, the new company’s nickel division, will be headquartered in Toronto. Under the terms of Inco’s agreement with Falconbridge, an enhanced expense payment of U.S.$150 million is payable by Falconbridge to Inco as a result of the failure to meet the minimum tender condition of the Inco offer. A further break-up fee of U.S.$300 million will be payable by Falconbridge to Inco in the event that Xstrata completes its proposed acquisition of Falconbridge.
Inco had also entered into a definitive agreement with Falconbridge and LionOre Mining International Ltd. covering the sale of the Nikkelverk refinery and related assets to LionOre, which was conditional on Inco taking up and paying for the Falconbridge common shares pursuant to its offer. Under the agreement with LionOre, a break-up fee of U.S.$32.5 million is payable by Inco to LionOre as a result of the Falconbridge transaction not having been completed.