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
Forward-Looking Statements
This presentation contains forward-looking information about Inco and the combined company after
completion of the transactions described herein that are intended to be covered by the safe harbor
for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical facts. Words such as
expect(s), feel(s), believe(s), will, may, anticipate(s) and similar expressions are
intended to identify forward-looking statements. These statements include, but are not limited to,
financial projections and estimates and their underlying assumptions; statements regarding plans,
objectives and expectations with respect to future operations, products and services and projects;
statements regarding business and financial prospects; financial multiples and accretion estimates;
statements regarding anticipated financial or operating performance and cash flows; statements
regarding expected synergies and cost savings, including the timing, from the proposed combination
of the two companies; statements concerning possible divestitures; and statements regarding
strategies, objectives, goals and targets. Such statements are subject to certain risks and
uncertainties, many of which are difficult to predict and are generally beyond the control of Inco,
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 and identified in public filings with the U.S. Securities and Exchange
Commission (SEC) made by Inco and include, but are not limited to: the possibility that
approvals or clearances required to be obtained by Inco and Falconbridge from regulatory and other
agencies and bodies will not be obtained in a timely manner; the possibility that divestitures
required by regulatory agencies may not be acceptable or may not be completed in a timely manner;
the possibility that the anticipated benefits and synergies and cost savings from the acquisition
or related divestitures cannot be fully realized; the possibility that the costs or difficulties
related to the integration of Falconbridges operations with Inco will be greater than expected;
the level of cash payments to shareholders of Falconbridge who exercise their statutory dissenters
rights in connection with the expected eventual combination of the two companies; the possible
delay in the completion of the steps required to be taken for the eventual combination of the two
companies; business and economic conditions in the principal markets for the companies products,
the supply, demand, and prices for metals to be produced, purchased intermediates and substitutes
and competing products for the primary metals and other products produced by the companies,
production and other anticipated and unanticipated costs and expenses and other risk factors
relating to the metals and mining industry as detailed from time to time in Falconbridges and
Incos reports filed with the SEC. The forward-looking statements included in this presentation
represent Incos views as of the date hereof. While Inco anticipates that subsequent events and
developments may cause Incos views to change, Inco specifically disclaims any obligation to update
these forward-looking statements. These forward-looking statements should not be relied upon as
representing Incos views as of any date subsequent to the date hereof. Readers are also urged to
carefully review and consider the various disclosures in Incos various SEC filings, including, but
not limited to, Incos Annual Report on Form 10-K for the year ended December 31, 2004, and Incos
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2005 and June 30, 2005.
Important Legal Information
This presentation may be deemed to be solicitation material in respect of Incos proposed
combination with Falconbridge. On October 24, 2005, Inco filed a registration statement on Form
F-8 (containing an offer to purchase and a share exchange take-over bid circular) with the SEC in
connection with the proposed combination. Inco has also filed, 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 SECURITYHOLDERS 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 security holders may obtain copies of the registration
statement and Incos and Falconbridges SEC filings free of charge at the SECs website
(www.sec.gov). In addition, documents filed with the SEC by Inco may be obtained free of charge by
contacting Incos media or investor relations departments.
Inco Limited
Third Quarter 2005 Results Conference Call
8:30 a.m., October 25, 2005
Sandra Scott
Good morning and thanks for joining us. This call is being webcast on a live, listen-only basis.
Our third quarter results news release went out early this morning and can be found at
www.inco.com, or by calling investor relations at (416) 361-7670. Following this call, a
PDF version of our remarks will be available through the Latest Quarterly Webcast link on Incos
homepage.
Joining me at our Toronto office are members of Incos management team. After opening remarks by
our Chairman and CEO, Scott Hand, Incos President and COO, Peter Jones, will discuss our operating
results. Peter Goudie, Incos Executive Vice-President, Marketing, will update you on nickel market
conditions. Other Inco senior executives who are present for the call include Logan Kruger, whose
responsibilities include leading the implementation of our Goro project, and Ron Aelick, EVP,
Technical Services.
Ill begin with a few housekeeping items.
First, we are including news media and members of the public on this webcast on a live, listen-only
basis.
Second, the safe harbour text appears on our webcast slide.
The third item is the compliance statements on our mineral reserve and resource estimates.
The fourth item is our definition of adjusted net earnings.
Fifth, all dollar amounts are in U.S. currency unless otherwise stated.
Sixth, all forward-looking statements exclude the impact of Incos offer to acquire Falconbridge,
unless otherwise stated.
Now I will pass the call over to Scott Hand.
Scott Hand
Ill begin with the big picture, which is still a very good one for Inco. We continue to operate in
a nickel market where long-term supply/demand conditions remain favourable. Were working hard to
prepare for the arrival of Voiseys Bay feed late this year at our Ontario and Manitoba facilities
and for growing production, lower costs and strong cash flow next year, with Voiseys Bay fully on
stream. Our financial position is strong enabling us to complete Voiseys Bay, achieve more
low-cost growth through Goro, and expand PT Inco. So with this in mind, Ill highlight seven key
areas.
The first is Q3. Adjusted net earnings were $157 million, or $0.72 per share on a diluted basis
above the First Call consensus of $0.59 per share.
We met or exceeded our Q3 guidance for nickel, copper and PGM output, as well as for unit cash
costs and the price premium on our nickel products.
For 2005, we expect to meet or beat our nickel, copper and PGM production, unit cash cost and
premium guidance, given in our Q2 press release.
So what about full-year 2005 adjusted net earnings? The current First Call consensus adjusted EPS
for Inco of 21 analysts is a mean of $3.58, based upon a nickel price of $6.88 and a copper price
of $1.56 for the year. The year-to-date average nickel price is about $6.90 a pound. We are
comfortable with the First Call consensus 2005 EPS of $3.58 based upon these assumed prices.
Second, our Goro project is proceeding well. Engineering was about 55% complete at the end of Q3
and we have about 900 workers on site. We are working on the quarry, camp rehabilitation and
extension, and geotechnical drilling for the earthworks. Earthworks have started at the process
plant site, at the Kwe West residue storage facility and on a major road realignment. Our test mine
has been developed to the saprolite horizon and exposed bedrock; validating geological modeling and
giving us good data for operations. Planning is advanced for moving into pre-production.
We are building processing plant modules in the Philippines. Our construction management team
is on site at Goro.
We have the major permits for construction. Weve awarded contracts totaling over $140 million to
local firms.
Were focused on relieving input cost pressures. Were getting cost efficiencies from
modularization and contracting strategies. We bought major items before big cost hikes. Were
reprocessing our titanium materials to overcome the shortage of titanium plate. With Goros
footprint reduced, materials costs are down and within budget. Expected capex for the mine, process
plant and infrastructure remains at $1.878 billion, with a minus 5%-to-plus 15% confidence level.
Start-up should be in late 2007.
Third, Voiseys Bay. We began making concentrate last quarter at our 50,000-tonne-a-year mine and
concentrator in Labrador. Last week our demonstration plant opened in Newfoundland. Milestones will
include first concentrate shipment next month and first finished nickel production from concentrate
in early 2006.
So with Voiseys Bays concentrates on the way, how do we see 2006? For Inco, on a standalone
basis, nickel production should rise to 540 million pounds. Nickel unit cash cost of sales, after
by-product credits, should fall to $2.00-to-$2.10 a pound. We are now preparing our 2006 budget
so nickel unit cash cost of sales estimates are preliminary and are based on July 2005 energy
prices.
Turning to our existing operations my fourth topic we reached a new labour pact in Thompson,
Manitoba. It expires on September 15, 2008 and covers about 1,100 people. It is fair and keeps
Manitoba efficient and competitive. The first phase of Thompsons 1-D Lower mine, costing $34
million, is scheduled to start up in 2008 and produce some 200 million pounds of nickel over eight
years.
Fifth, despite recent volatility, long-term underlying nickel market conditions are favourable
including strong demand in stainless and non-stainless markets and limited supply growth. Peter
Goudie will provide his perspective shortly.
Sixth, our financial position remains strong. Capital expenditures for Q3 were $315 million, or $67
million more than in the 2004 period. Increases reflected planned spending on a new Ontario oxygen
plant and environment-related capex in Ontario and PT Inco; as well as at Goro. Total 2005 capex
should be about $1.3 billion, based on a 100% share of Goros capex. Our net 2005 capex funding
should be about $800 million, after Girardin financing and capital contributions from our Japanese
partners at Goro, and government support for Voiseys Bay.
Sustaining capital for existing operations will be about $330 million in 2005. Depreciation and
amortization should be $275 million this year and about $495 million in 2006. The 2006 depreciation
and amortization of $495 million includes about $200 million for the amortization of Voiseys Bays
purchase price.
In the third quarter we generated $258 million cash flow from operations, before a working capital
increase of $71 million. Our cash position was $916 million at September 30 giving us the
financial strength needed to grow.
At the First Call consensus 2005 mean LME cash nickel price of $6.88 a pound, we should generate
about $1.3 billion of cash flow from operations this year, before changes in working capital and
capex. That is cash flow per share of $5.85 at an assumed diluted count of 223 million shares. With
Voiseys Bay on stream next year, we should generate $1.5 billion of cash, or $6.70 cash flow per
share, based upon the current First Call 2006 consensus nickel price of $6.31 a pound. Every $0.10
per year hike in the nickel price, holding other factors constant, raises 2005 cash flow from
operations by $23 million.
Our 2009 nickel production goal of 700 million pounds, on an Inco standalone basis, is about 35%
above last years record level and includes 115 million pounds from Goro. At a long-term commodity
price of $3.50 a pound for nickel and $9 a pound for cobalt, Goro would produce about $195 million
of cash flow in 2009, or just under $1 a share, fully diluted. For every dollar rise in both the
nickel and cobalt price assumptions over a year, Goros cash flow from operations climbs by about
$100 million, or about $0.45 a share.
The seventh and last but certainly not least area that I will highlight is Incos offer for
Falconbridge. Two weeks ago, we announced our offer to acquire all of the common shares of
Falconbridge after we entered into a definitive support agreement covering the transaction. Weve
mailed our take-over bid circular covering our offer for the Falconbridge shares. The offer depends
on at least 66 2/3rds of Falconbridges common shares being tendered; regulatory clearances; and
certain other conditions. The offer is currently expected to be completed in late 2005 or early
2006 and we plan to have the combination of the two companies completed in the first quarter.
Creating a world-class, Canadian-based powerhouse is great for both companies shareholders. Well
be the world leader in nickel and a leading copper Company: globally diversified; with great growth
prospects, given our expanded project portfolio; robust cash flow; and financial strength. Well be
efficient, too. Weve so far identified $350 million in annual synergies to be realized by the end
of 2007 with an estimated net present value of more than $2.5 billion after tax, using a 7%
discount rate. And were organized to get the synergies. The acquisition will be immediately
accretive to cash flow. The new Inco will be an excellent investment prospect, given its enhanced
size and liquidity.
Now Peter Jones will review Incos operations.
Peter C. Jones
Thanks, Scott. Our Q3 nickel unit cash cost of sales, after by-product credits, was $3.03 per
pound. That was below our Q3 guidance of $3.50-to-$3.55 per pound due to high copper prices and
lower than expected production from external feed. Nickel unit cash cost of sales for processing
our own mine production was about $2.50 a pound for Q3.
The higher costs relative to Q3 2004 were mainly due to a stronger Canadian dollar; greater
spending on supplies and services; rising energy costs; lower by-product deliveries; and lower
metal production volumes. Some offsets were achieved through our cost reduction program.
In 2005 we expect nickel unit cash cost of sales, after by-product credits, to average
$2.85-to-$2.95 per pound. Nickel unit cash costs, after by-product credits, for processing our own
mine output should be about $2.25 a pound.
As we have noted previously, this is a transitional year. The high volume of purchased external
feed is a bridge to low-cost Voiseys Bay concentrate; in 2006, our nickel unit cash cost of sales,
after by-product credits, should fall.
During Q3 2005 we produced 111 million pounds of nickel, in line with July guidance but less than
in Q3 2004, due to our furnace rebuild schedule and restart issues at Ontario.
Ontarios nickel output was 49 million pounds; below last years Q3 due to the slower then planned
ramp up and air quality delays but 2005 output should be 215-to-220 million pounds. Mines, mill
and refineries are doing well and smelter throughput is improving.
We produced 44 million pounds of finished nickel from PT Inco matte in the quarter, above Q3/04 due
to more output from our Japanese refinery. We should meet our 2005 goal of 160-to-162 million
pounds of finished nickel from PT Inco matte. Planned expansion will let us raise production and
reduce energy supply risk in dry years.
A third dam will give PT Inco an extra 90 megawatts of power, take us to about 200 million pounds
of nickel in matte a year by 2009 and lower nickel unit cash costs by $0.10-to-$0.15 a pound. We
have most of the government approvals and expect to get the remainder soon, which will let us begin
major construction this year.
Manitobas 18 million pounds of production for Q3 was below Q3/04. This was due to a longer than
usual maintenance shutdown to set up for Voiseys Bay concentrate
and more cobalt processing. We also made changes that will eventually allow a single furnace to
handle the throughput of two, which would cut annual operating costs by $8-to-$10 million.
Manitobas nickel output should be 108-to-110 million pounds in 2005.
For Inco as a whole, we expect Q4 production of 140-to-145 million pounds of nickel. Our 2005
production forecast remains at 485-to-490 million pounds of nickel.
We produced 60 million pounds of copper products in Q3, in line with our guidance. We should
produce 90 million pounds in Q4. Our 2005 target is 275 million pounds with a 30-million pound
drawdown of in-process inventory due to the planned copper refinery closure by year-end. Copper
deliveries for 2005 will remain at about 245 million pounds.
PGM production in Q3 was 57 thousand ounces; just above our guidance. We should produce 76-to-86
thousand ounces of PGMs in Q4. We see full-year PGM production at 380-to-390 thousand ounces.
Now Peter Goudie will give an update on the nickel markets.
Peter Goudie
In the third quarter, the nickel price averaged $14,567 per tonne, or $6.61 per pound the
14th consecutive quarter of year-on-year price gains. Yet the price has recently fallen
due to a definite weakness in demand from the stainless industry and many have turned bearish,
as the market lacks clear direction. I believe that some spectators are misunderstanding where
and why this weakness is occurring.
Recent LME activity is a result of overproduction of stainless steel in the first half, which
triggered a snowball effect. During this six-month period, China was quickly ramping up domestic
stainless output by 600,000 tonnes, or 57% yet other stainless producers continued to melt at
high levels for export to China. In fact, Chinas stainless imports rose over 400,000 tonnes,
despite the growth in domestic production resulting in an increase in stainless supply of more
than one million tonnes in the first six months alone. Chinas reliance on imports to meet domestic
stainless demand has fallen from over 70% at the start of last year to less than 50% displacing
more than one million tonnes of imports. Last year China accounted for nearly 50% of world
stainless imports, so this displacement has a major impact on countries and companies that rely on
exporting their excess stainless steel production.
The excess supply resulted in high inventory levels and production adjustments came late. At the
same time, Western demand was slowing with the industrial production cycle, thereby compounding the
problem.
So the stainless industry was forced to cut production, and the required cuts were massive. And the
snowballing effect on nickel began. Stainless prices fell sharply and there was a focus across the
entire supply chain on reducing inventories.
The nickel that was no longer needed for stainless steel production began to make it onto the LME,
pushing the price down. A falling nickel price creates a lower alloy surcharge in future months
providing even more incentive for stainless buyers to postpone orders, in anticipation of lower
transaction prices ahead. So even when stainless inventories get to normal levels, there is further
momentum for orders and thus production to continue falling. This is the snowball effect; low
stainless orders, lower stainless production, lower nickel requirements, LME stock increases,
falling nickel prices, falling alloy prices, continuing stainless buyer hesitation, and investment
fund liquidation. However, the cycle will stop but not until it overshoots the balance point.
And when it does, the snowball effect should reverse and push prices in the other direction.
Why should you believe us? Did we get it wrong last time?
Let me restate what we said last quarter Stainless production growth so far this year was...above
underlying consumption...this imbalance has created excess
inventories...We forecast a Q2 to Q3 stainless production drop of 600,000 tonnes. We also said:
The stainless production cuts may fuel increases in short-term nickel price and inventory
volatility, as falling alloy surcharges could lead to a reduction in near-term nickel demand...The
cuts may ease some tightness in the nickel market in the third quarter.
True, the cuts in the second half were larger than predicted. True, the inventory correction is
taking longer than expected, by a few months. And true, nickel requirements dropped more than
anticipated in fact, by several thousand tonnes. What we got wrong was inadequately forecasting
the impact of destocking continuing beyond normal levels, due to the snowball effect of lower alloy
surcharges driving further order deferrals.
The good news is that a recovery is in sight, as the composite leading indicator is positive and
improving each month. Purchasing manager indexes are improving, and core inflation remains in
check. Were now in the trough and expect to see 18-to-24 months of good economic growth after this
quarter, as a turn in the cycle is never a false start and the upturn occurred four months
ago. Remember that the industrial production cycle is very closely tied to stainless production and
the cycles turn at the same time the direction is up from here. That means strong stainless
production growth next year, following a 1.6% growth breather in 2005, which was preceded by
three years of nearly 9% per annum growth.
The slowdown this year is simply returning stainless steel production growth in this cycle closer
to the trend of 6% per year. All of the production growth this year will be in China, as Western
world output will actually fall by 3%. We have seen no improvement in the global scrap or
austenitic ratios since the last quarter. Stainless production cuts naturally lead to high scrap
ratios, as the amount of revert and fabrication scrap becomes relatively higher in future months,
with lower melted output; the ratio is higher, but not the total amount of scrap. China produces at
a higher than average austenitic ratio over 80% so Western producers have been forced to
produce more ferritic, which is up 10% to date this year.
Chinese industrial production growth is holding above 16%. Thats a clear indication of continuing
strong industrial activity and stainless consumption growth. We have heard that inventories in
China are now near normal. Globally, stainless prices are stabilizing and several meltshops will
return to full production this quarter, as orders are increasing and inventories are lower. Weve
had some significant spot nickel requests for Q4 delivery, which confirm these plans.
Turning to the non-stainless market, demand remains very strong and continues to exceed all
expectations. The aerospace cycle is still improving and the plating market is showing great
strength.
Let me focus for a moment on what we see from our direct sales to the market. The demand we see is
good. Of course its strength varies by sector, but we have always
had the ability to move our product away from weak markets towards demand strength and we are
doing this now. So while the softness in stainless is severe, look carefully at our inventory level
it is the lowest end-of-quarter level in at least 15 years. Demand for our products remains
strong. In fact, we are operating at just 65% of our average inventory levels over 15 years or
almost 10,000 tonnes below normal. Does this sound like poor demand? Note also that the LME stock
increase is entirely offset by our stock decrease, and we will need to rebuild our inventories
soon.
It is becoming increasingly clear that nickel supply will struggle to keep pace with demand for a
few years. China and other emerging markets like India will drive demand growth well above the
historic 4% average. New projects are becoming more and more difficult to begin, due to high capex,
new technology, environmental permitting, labour shortages and financing challenges, in the face
of these and other uncertainties. Inco is leading the industry and supporting the market
boosting production and bringing on major projects. And the world will need this nickel and
more.
Finally, it has taken the highest annual nickel price ever to create a market balance, and please
remember, the price is high to force a balanced market not despite a balanced market. The system
is not perfect; inefficiencies create periods of oversold or overbought markets. But calling
directional changes in the short-term market is for traders and speculators not for Inco. We
have been in nickel for over 100 years. Weve proven that success is based on making the right
long-term investment decisions in markets with great long-term direction. And for nickel, that
direction is clearly up.
Scott Hand
Thank you, Peter.
Ill summarize by reviewing the key points.
We met or exceeded our targets for production, price premiums and costs. Energy costs remain a
challenge for all of us in the mining industry and were working hard to offset them.
Voiseys Bay is on stream six months ahead of schedule.
Goro is proceeding very well. With Voiseys Bay, Goro and the PT Inco expansion, this will
significantly raise our low-cost production and increase Incos earnings and cash flow.
As you heard from Peter Goudie, the fundamentals for nickel remain strong despite the short-term
impact of stainless steel production cuts.
Our financial position remains strong and our cash generation this year and next year with Voiseys
Bay on stream is impressive.
And finally were looking to a great future with our acquisition of Falconbridge the New Inco
will be the leader in nickel, a great copper company with a strong financial base to grow and
deliver value to our shareholders.
We would now welcome your questions.