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
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED CORPORATION LOGO]
NEWMONT MINING CORPORATION
1700 Lincoln Street
Denver, Colorado 80203
(303) 863-7414
11 DECEMBER 2001
Dear Normandy Mining Shareholder:
On 10 December 2001, we announced that we had increased our off-market bid to
acquire all your Normandy shares to a value of A$1.90 per share, based on the
closing price of Newmont shares on the NYSE on 7 December 2001 (A$1.81 based on
the closing price of Newmont common shares on the NYSE on 11 December 2001). For
each Normandy share, you will receive A$0.40 cash, and 0.0385 Newmont common
shares. A copy of our press release is enclosed.
SUBJECT TO THEIR FIDUCIARY DUTIES, YOUR BOARD OF DIRECTORS HAS APPROVED OUR BID
AND AGREED TO RECOMMEND THAT YOU ACCEPT OUR BID AND THEREFORE REJECT THE OFFER
THAT HAS BEEN MADE BY ANGLOGOLD LIMITED. Normandy's largest shareholder,
Franco-Nevada Mining Corporation Limited, has committed its shares to our bid as
well.
I know you are anxious to learn more about our company and to see the completion
of this transaction. We are committed to completing this transaction and our
acquisition of Franco-Nevada by early in the new year. We continue to be very
confident that the various conditions to our acquisitions of Normandy and
Franco-Nevada will be satisfied. We have found overwhelming Normandy, Newmont
and Franco-Nevada shareholder support for our vision, and all of our regulatory
filings in various jurisdictions are proceeding in the normal course. Subject to
the Australian Stock Exchange approving Newmont's listing application (and the
other conditions to our bid being satisfied or waived), we expect to provide the
bid consideration within five business days of receipt of acceptances.
By now you will have seen AngloGold's offer to buy your shares of Normandy. You
now are faced with a choice between the two offers - you need to decide which is
better for you, both today and over the longer-term. I think the choice is
clear: we are offering double the cash and the more secure and liquid security.
I think you will come to the same conclusion.
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THE BETTER BID, THE MORE SECURE AND LIQUID SECURITY, THE STRONGER VISION AND
THE BETTER COMPANY
OFFER VALUED AT A$1.90*
NEWMONT REPRESENTS THE BETTER CHOICE FOR NORMANDY SHAREHOLDERS
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THE NEWMONT BID IS THE BETTER BID
Significant premium to the AngloGold Offer:
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The Newmont bid values Normandy at A$1.90 per share, or A$0.25 (15%) more than
the value of the revised offer announced by AngloGold on November 29, 2001
(based on the closing prices of Newmont and AngloGold shares on 7 December
2001). Our bid - which is at the top end of the value range established in the
Independent Expert's report prepared by Grant Samuel - is clearly full and fair
value for Normandy.
Double the cash consideration:
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Under the Newmont bid, Normandy shareholders will receive cash payment of A$0.40
(double the A$0.20 offered under AngloGold's offer)in addition to 0.0385 Newmont
common shares for every Normandy share.
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* Based on the closing price of Newmont shares on 7 December 2001;
shareholders are urged to obtain updated quotes on the Normandy, Newmont
and AngloGold shares.
NEWMONT PROVIDES A MORE SECURE AND LIQUID SECURITY
By accepting the Newmont bid, you will immediately become a shareholder in a
North American company and receive the benefit of higher market valuations. This
has been an important long-term objective of Normandy's management to improve
shareholder value.
Newmont is listed on the NYSE and included in the S&P 500 -- a prestigious index
of the most significant companies in North America. Following these
transactions, we expect to list our shares in Australia and to be the most
actively traded gold stock in the world.
NEWMONT OFFERS BETTER LONG-TERM VALUE
We believe that, upon completion of the Normandy and Franco-Nevada transactions,
the New Newmont will be the best gold company in the world and the best gold
vehicle for investors.
The New Newmont will:
* have the LARGEST RESERVE BASE AND HIGHEST PRODUCTION OF GOLD in the world
* be WELL-CAPITALIZED, with the financial strength to develop attractive
projects and ability to significantly reduce debt over time, even at
current gold prices,
* operate a diversified portfolio of WORLD-CLASS OPERATIONS around the world
with limited exposure to POLITICAL RISK,
* offer investors the most LEVERAGE TO THE GOLD PRICE of any major producer,
providing significant upside potential from gold price appreciation - a
US$25 increase in the gold price increases pre-tax cash flow by US$162
million per year, and
* have the ability and OPPORTUNITIES TO GROW our reserves and production
through development of attractive projects, continued exploration and
further industry rationalization.
The accompanying chart contrasts the New Newmont and what we understand
AngloGold would look like if it acquired Normandy.
WHAT SHOULD YOU DO?
For now, DON'T DO ANYTHING. On 10 December 2001, subject to their fiduciary
duties, the Normandy Board of Directors approved and agreed to recommend that
you accept our revised bid and therefore reject the AngloGold offer. TO ENSURE
THAT YOU CAN CONSIDER THE NEWMONT BID, YOU SHOULD NOT ACCEPT ANY OTHER OFFER -
IF YOU DO, YOU MAY NOT BE ABLE TO ACCEPT OUR BID.
WHERE CAN YOU FIND MORE INFORMATION?
If you have any questions, you should call 1-800-507-507 in Australia
(toll-free), 61 2 9278 9331 outside of Australia, and 888-750-5835 in the United
States and Canada (toll-free). We also invite you to visit our web site
(www.newmont.com), which includes updates and responses to frequently asked
questions.
* * * * *
We are very excited about creating this great new company. I wish you a Happy
Holiday Season and look forward to welcoming you as a Newmont shareholder in the
New Year.
Sincerely,
/s/ Wayne W. Murdy
Wayne W. Murdy
President and Chief Executive Officer
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The following 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 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. 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 "expect," "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 will
file a proxy statement and a registration statement with a prospectus with the
U.S. Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT AND THE PROSPECTUS WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain free copies the proxy statement and the prospectus
(when available) and other documents filed by Newmont with the Commission at the
Commission's web site at http://www.sec.gov. Free copies of the proxy statement
and the prospectus, once available, 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.
PARTICIPANTS IN SOLICITATION
Newmont Mining Corporation and its directors, executive officers and other
members of its management and employees may be soliciting proxies from its
stockholders in connection with the transactions. Information concerning
Newmont's participants in the solicitation is set forth in Newmont's Current
Report on Form 8-K filed with the Commission on November 14, 2001, as amended.
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED CORPORATION LOGO]
TO NORMANDY SHAREHOLDERS:
CHOOSE THE NEWMONT OFFER:
THE BETTER BID & the best value
NEWMONT IS THE BETTER BID
-------------------------
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Newmont AngloGold
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BETTER VALUE A$1.90* - 15% premium A$1.65*
MORE CASH A$0.40 - 100% more A$0.20
ENDORSEMENT Recommended by Normandy Board Rejected by Normandy Board
*Based on closing prices on 7 December 2001. Based on closing prices on 11
December 2001, the Newmont bid had a value of A$1.81, compared to a value of
A$1.68 for the AngloGold bid. Shareholders are urged to obtain updated quotes on
the Normandy, Newmont and AngloGold shares.
NEWMONT OFFERS THE BETTER CURRENCY
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Newmont AngloGold
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STRONGER CURRENCY o North American scrip o Rand-based primary listing
in South Africa
SUPERIOR TRADING o NYSE listed; included in o Large control block limits
LIQUIDITY S&P 500 public float and liquidity
o Public float trades
freely in US dollars
NEWMONT IS THE BETTER COMPANY*
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Newmont AngloGold
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CAPITAL STRUCTURE o Financial strength and o South African foreign
flexibility to finance exchange controls
growth
o Investment grade debt o 33% Net Debt to Cap
ratings - 23% Net Debt to
Cap
POLITICAL RISK o Approximately 60% of o Approximately 58% of
reserves and 70% of reserves and 53% of
production in AAA-rated production in Africa
countries
o Rand has declined
approximately 30% since
January 1, 2001
MINING COMPLEXITY o 100% open pit and o Deep underground mines
shallow underground -more complex and difficult
operations to mine and develop
LEVERAGE TO GOLD o US$25 increase in gold o US$25 increase in gold
PRICE price increases annual price increases annual
pre-tax cash flow by US$162 pre-tax cash flow by US$36
million million
*Reflects the acquisition of Normandy and Franco-Nevada by Newmont compared to
the acquisition of Normandy by AngloGold.
If you have any questions, please call 1-800-507-507 in Australia
(toll-free), 61 2 9278 9331 outside of Australia, and 888-750-5835 in the
United States and Canada (toll-free).
Newmont Mining Corporation
1700 Lincoln Street
Denver, CO 80203
Phone: 303-863-7414
www.newmont.com
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
The following 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 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. 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 "expect," "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 will
file a proxy statement and a registration statement with a prospectus with the
U.S. Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT AND THE PROSPECTUS WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain free copies the proxy statement and the prospectus
(when available) and other documents filed by Newmont with the Commission at the
Commission's web site at http://www.sec.gov. Free copies of the proxy statement
and the prospectus, once available, 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.
PARTICIPANTS IN SOLICITATION
Newmont Mining Corporation and its directors, executive officers and other
members of its management and employees may be soliciting proxies from its
stockholders in connection with the transactions. Information concerning
Newmont's participants in the solicitation is set forth in Newmont's Current
Report on Form 8-K filed with the Commission on November 14, 2001, as amended.
Newmont Mining Corporation
1700 Lincoln Street
Denver, CO 80203
Phone: 303-863-7414
www.newmont.com