Filed by Newmont Mining Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Normandy Mining Limited
Commission File No. 132-00965
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Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
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MEDIA CONTACT: INVESTOR CONTACT:
Doug Hock Wendy Yang
303-837-5812 303-837-6141
NEWMONT MOVING FORWARD TO
CREATE WORLD'S PREMIER GOLD COMPANY
SYDNEY, 21 January 2002 (DENVER, 20 January 2002)--Newmont Mining Corporation
(NYSE: NEM) confirmed today that it is moving forward on schedule with its plans
for the integration of the businesses of Newmont, Normandy Mining Limited (ASX:
NDY) and Franco-Nevada Mining Corporation Limited (TSE: FN). Newmont continues
to expect to complete its US$4.5 billion acquisitions of Normandy and
Franco-Nevada in mid-February.
"We now are in the final stages of our acquisitions to create the world's
premier gold investment vehicle," said Wayne Murdy, Chairman, President and CEO
of Newmont. "We are accelerating our integration efforts, which are proceeding
with the assistance of the Normandy and Franco-Nevada management teams.
Together, we are building upon the complementary strengths of all three
companies to provide investors with the strongest participation in a rising gold
price and a balanced portfolio of superior assets."
Mr. Murdy noted, "We expect Newmont to be an industry leader in all aspects of
its business. The employees of all three companies share this vision and we will
work together to continue our tradition of environmental excellence and our
commitment to the communities where we operate and the safety of our employees."
Upon completion of the acquisitions, Newmont will:
o have the largest reserve base and highest production of gold in the world;
o be one of the best capitalized gold companies, with the financial strength
to develop attractive projects and to significantly reduce debt over time,
even at current gold prices;
o benefit from consistent cash flow (even in a low gold price environment)
generated by the high margin royalty and investment business of
Franco-Nevada, which will continue to operate as a division of the
combined company;
o operate a diversified portfolio of world-class operations with balanced
political risk and a focus on large mining districts;
o offer investors the most leverage to a rising gold price of any major
producer;
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o have the ability to optimize the company's asset portfolio;
o have a strong, seasoned management team and committed employees to deliver
shareholder value through global exploration, development and operation,
merchant banking and merger integration.
A special meeting of Newmont shareholders is scheduled for February 13, 2002, at
which Newmont shareholders of record at the close of business January 4, 2002
will be entitled to vote. Shareholders of Franco-Nevada will meet on January 30,
2002 to approve Newmont's acquisition of Franco-Nevada. Newmont's bid for
Normandy, which (subject to its fiduciary duties) the Board of Directors of
Normandy has recommended that shareholders accept, is scheduled to close on
February 15, 2002. AngloGold Limited's offer to acquire Normandy expired on
January 18, 2002, after only slightly more than seven percent of Normandy's
outstanding capital stock had been tendered.
# # #
IMPORTANT NOTICE
Although the Normandy Board, subject to its fiduciary duties, has recommended
Newmont's offer to Normandy shareholders, Normandy has not provided unqualified
assistance to Newmont in making its offer. Among other things, Normandy has
refused to provide Newmont with certain financial information, and it has not
permitted its auditors to issue a consent in respect of financial information
relating to Normandy.
CAUTIONARY STATEMENT
This press release contains forward-looking information and statements about
Newmont Mining Corporation, Franco-Nevada Mining Corporation Limited, Normandy
Mining Limited and the combined company after completion of the transactions.
Forward-looking statements are statements that are not historical facts. These
statements include financial projections and estimates and their underlying
assumptions; statements regarding plans, objectives and expectations with
respect to future operations, products and services; and statements regarding
future performance. Forward-looking statements are generally identified by the
words "expects," "anticipates," "believes," "intends," "estimates" and similar
expressions. The forward-looking information and statements in this press
release are subject to various risks and uncertainties, many of which are
difficult to predict and generally beyond the control of Newmont, Franco-Nevada
and Normandy Mining, 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 or
identified in the public filings with the U.S. Securities and Exchange
Commission made by Newmont and Normandy, and Franco-Nevada's filings with the
Ontario Securities Commission; risks and uncertainties with respect to the
parties' expectations regarding the timing, completion and accounting and tax
treatment of the transactions, the value of the transaction consideration,
production and development opportunities, conducting worldwide operations,
earnings accretion, cost savings, revenue enhancements, synergies and other
benefits anticipated from the transactions; and the effect of gold price and
foreign exchange rate fluctuations, and general economic conditions such as
changes in interest rates and the performance of the financial markets, changes
in domestic and foreign laws, regulations and taxes, changes in competition and
pricing environments, the occurrence of significant natural disasters, civil
unrest and general market and industry conditions.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transactions, Newmont Mining Corporation has
filed with the U.S. Securities and Exchange Commission a Registration Statement
on Form S4 (which includes an Offer Document) and a Proxy Statement/Prospectus
on Schedule 14A. Investors and security holders are advised to read the Offer
Document and the Proxy Statement/Prospectus, which were mailed beginning on
January 11, 2002, because they contain important information. Investors and
security holders may obtain free copies of the Offer Document and the Proxy
Statement/Prospectus and other documents filed by Newmont with the Commission at
the Commission's web site at http://www.sec.gov. Free copies of the Offer
Document and the Proxy Statement/Prospectus and other filings made by Newmont or
Normandy with the Commission, may also be obtained from Newmont. Free copies of
Newmont's and Normandy's filings may be obtained by directing a request to
Newmont Mining Corporation, Attn: Investor Relations, 1700 Lincoln Street,
Denver, Colorado 80203, Telephone: (303) 863-7414. Copies of Franco-Nevada's
filings may be obtained at http://www.sedar.com.
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