Aug 8 2006
Inco Limited announced that it will be filing today its formal response to the amended offer by Teck Cominco Limited (the “Amended Teck Offer”) to purchase all of the outstanding shares of Inco with securities regulatory authorities in Canada and the United States. A Notice of Change to Directors’ Circular will be filed with Canadian securities regulatory authorities and an amendment to Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the United States Securities and Exchange Commission (the “SEC”). The Notice of Change to Directors’ Circular will be mailed to Inco shareholders commencing tomorrow.
Inco’s Board of Directors carefully reviewed and considered the Amended Teck Offer, in consultation with its financial and legal advisors and in the context of its legal obligations under its existing Combination Agreement with Phelps Dodge Corporation (NYSE: PD). Based on this review, the Board determined that the Amended Teck Offer is not a “superior proposal” for purposes of the Combination Agreement. Accordingly, the Board has unanimously recommended that Inco shareholders reject the Amended Teck Offer and vote in favour of the proposed combination between Inco and Phelps Dodge.
The Board has also determined, however, based on information then available and after consultation with its advisors, that the Amended Teck Offer could reasonably be expected to result in a ‘‘superior proposal’’ for purposes of the Combination Agreement. This determination allows Inco to engage in discussions and negotiations with Teck pursuant to the terms of the Combination Agreement and, accordingly, the Board has authorized Inco’s senior management and its advisors to engage in such discussions and negotiations.