BARRICK
GOLD CORPORATION
Barrick
Reaches Agreement to Acquire Placer Dome
December
22, 2005
Filed
by
Barrick Gold Corporation
This
communication is filed pursuant to Rule 425 under the Securities Act of 1933,
as
amended.
Subject
company: Placer Dome Inc.
Commission
File Number: 333-129643
Date:
December 27, 2005
Delivering
Value Together…
From
Assets, People &
Projects
Projects
Delivering
Value Together…
From
Assets, People &
Projects
Projects
December
22, 2005
FORWARD
LOOKING
STATEMENTS
Certain
information
included in this presentation, including any information as to our future
financial or operating
performance and other statements that express management's expectations or estimates of future performance,
constitute "forward-looking statements." The words "expect", "will", “intend”, “estimate” and similar expressions
identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates
and assumptions that, while considered reasonable by management are inherently subject to significant business,
economic and competitive uncertainties and contingencies. The Company cautions the reader that such
forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the
actual financial results, performance or achievements of Barrick to be materially different from the Company's
estimated future results, performance or achievements expressed or implied by those forward-looking statements and
the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other factors
include, but are not limited to: changes in the worldwide price of gold or certain other commodities (such as fuel and
electricity) and currencies; ability to successfully integrate acquired assets; legislative, political or economic
developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in
connection with mining or development activities; the speculative nature of gold exploration and development,
including the risks of diminishing quantities or grades of reserves; and the risks involved in the exploration,
development and mining business. These factors are discussed in greater detail in the Company’s most recent Form
40-F/Annual Information Form on file with the US Securities and Exchange Commission and Canadian provincial
securities regulatory authorities.
performance and other statements that express management's expectations or estimates of future performance,
constitute "forward-looking statements." The words "expect", "will", “intend”, “estimate” and similar expressions
identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates
and assumptions that, while considered reasonable by management are inherently subject to significant business,
economic and competitive uncertainties and contingencies. The Company cautions the reader that such
forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the
actual financial results, performance or achievements of Barrick to be materially different from the Company's
estimated future results, performance or achievements expressed or implied by those forward-looking statements and
the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other factors
include, but are not limited to: changes in the worldwide price of gold or certain other commodities (such as fuel and
electricity) and currencies; ability to successfully integrate acquired assets; legislative, political or economic
developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in
connection with mining or development activities; the speculative nature of gold exploration and development,
including the risks of diminishing quantities or grades of reserves; and the risks involved in the exploration,
development and mining business. These factors are discussed in greater detail in the Company’s most recent Form
40-F/Annual Information Form on file with the US Securities and Exchange Commission and Canadian provincial
securities regulatory authorities.
The
Company
disclaims any intention or obligation to update or revise any forward-looking
statements whether as a
result of new information, future events or otherwise.
result of new information, future events or otherwise.
ADDITIONAL
DISCLOSURE
On
November 10,
2005, Barrick filed with the U.S. Securities and Exchange Commission a
Registration Statement
which includes Barrick’s offer and take-over bid circular. Investors and security holders are urged to read the offer
and take-over bid circular, regarding the proposed business combination transaction because they contain important
information. The offer and take-over bid circular have been sent to shareholders of Placer Dome Inc. Investors may
obtain a free copy of the offer and take-over bid circular and other documents filed by Barrick with the SEC at the
SEC’s website at www.sec.gov. The offer and take-over bid circular and these other documents may also be obtained
free of charge by directing a request to Barrick’s media or investor relations departments.
which includes Barrick’s offer and take-over bid circular. Investors and security holders are urged to read the offer
and take-over bid circular, regarding the proposed business combination transaction because they contain important
information. The offer and take-over bid circular have been sent to shareholders of Placer Dome Inc. Investors may
obtain a free copy of the offer and take-over bid circular and other documents filed by Barrick with the SEC at the
SEC’s website at www.sec.gov. The offer and take-over bid circular and these other documents may also be obtained
free of charge by directing a request to Barrick’s media or investor relations departments.
Important
Information
*
Placer
Dome Agrees to Friendly Transaction
With
Barrick
§
Barrick
announces revised share and cash offer
for Placer Dome Inc. at value of US$10.4B
for Placer Dome Inc. at value of US$10.4B
§
Placer
Dome’s Board of Directors unanimously
recommends acceptance of Barrick’s revised
offer
recommends acceptance of Barrick’s revised
offer
§
Build
the world’s best gold mining company
–
Strengthen
our competitive advantage
–
Deliver
value from our combined assets
*
Transaction
Summary(1)
*
Acquisition
Rationale
§
Barrick
will have the strength, breadth and scale to more
effectively deal with industry issues
effectively deal with industry issues
§
Accretive
to NAV immediately, and to earnings per share and
cash flow per share in 2007*
cash flow per share in 2007*
§
Increases
gold reserves, resources and production per
Barrick share
Barrick share
§
Consolidates
gold industry’s unrivalled suite of projects
and prospective exploration properties
and prospective exploration properties
§
Financial
strength and proven development capabilities
§
Anticipated
transaction synergies of approximately
$200 million per year
$200 million per year
*
based on external estimates
*
Integration
Planning Under Way
§
Global
integration teams created
§
90
Day action plans developed
–
Synergies
and business integration
–
People
integration plans
–
Includes
measures to ensure business
continuity
continuity
§
Leverage
regional structure to execute
§
Next
steps – validating these plans with Placer Dome
management and acting quickly to deliver results
management and acting quickly to deliver results
*
Donlin
Creek
Eskay
Creek
Hemlo
Golden
Sunlight
Sunlight
Lagunas
Norte
Pierina
Pueblo
Viejo
South
Deeps
Henty
Osborne
Porgera
Cowal
Placer
Dome
Mines
Barrick
Mines
Projects
Projects
Value
Creation for Shareholders
*
Buzwagi
ABX
Exploration Pipeline
Cortez
Hills
Cowal
Tulawaka
East
Archimedes
Lagunas
Norte
Veladero
Beyond
2009
2009
2008
2007
2006
2005
Pueblo
Viejo
Barrick
Placer
Dome
Donlin
Creek
Kabanga
Pascua-Lama
Value
Creation for Shareholders
Unrivalled
pipeline of projects
*
(1)
Pro forma totals adjusted for sale of assets to Goldcorp.
(2)
Company 2004 Annual Reports, adjusted for 2005 updates.
Value
Creation for Shareholders
Pro
forma Barrick (1)
§
P&P
Gold reserves: 150 million ounces (2)
§
Largest
unhedged reserves in the industry
§
2005:
8.3-8.4 million ounces produced at
$245-$250/oz.
$245-$250/oz.
§
2005
EBITDA: ~$1 billion
§
Cash
position: $2.4 billion; net debt: $0.7 billion
§
Market
capitalization: $24.5 billion
*
§
Strength,
breadth and scale to capitalize on industry
opportunities
opportunities
§
Ability
to extract significant synergies through past
experience and Regional Business Unit structure
experience and Regional Business Unit structure
§
Established
track record in construction of eight
major development projects in last ten years
major development projects in last ten years
§
Operations
excellence as the lowest cost senior gold
producer
producer
§
World-class
exploration team with successful track
record
record
Value
Creation for Shareholders
Proven
management capability to acquire,
integrate and optimize value of combined assets
integrate and optimize value of combined assets
Delivering
Value Together…
From
Assets, People &
Projects
Projects
Delivering
Value Together…
From
Assets, People &
Projects
Projects
December
22, 2005