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 Letterhead]
NEWS RELEASE
MEDIA CONTACT: INVESTOR CONTACT:
Doug Hock Wendy Yang
303-837-5812 303-837-6141
SEC DECLARES NEWMONT REGISTRATION STATEMENTS EFFECTIVE
o ACQUISITIONS OF NORMANDY AND FRANCO-NEVADA ON TRACK
o BID FOR NORMANDY TO BE MAILED TO US AND CANADIAN SHAREHOLDERS
o NEWMONT SPECIAL MEETING TO BE HELD ON FEBRUARY 13, 2002
DENVER, January 10, 2002 (Sydney, January 11, 2002) -- Newmont Mining
Corporation (NYSE: NEM) announced today that the United States Securities and
Exchange Commission has declared effective its registration statements relating
to Newmont's bid for Normandy Mining Limited (ASX: NDY) and the special meeting
of Newmont shareholders to consider matters relating to the Normandy bid and
Newmont's acquisition of Franco-Nevada Mining Corporation Limited (TSE: FN).
"Clearing the SEC is a major milestone. We are on track to complete our
acquisitions of Normandy and Franco-Nevada by mid-February and to deliver
greater value to the shareholders of all three companies with the creation of
the world's premier gold investment vehicle," said Newmont Chairman, President
and Chief Executive Officer Wayne W. Murdy.
Newmont's bid for Normandy will now be made to, and can be accepted by, Normandy
shareholders in the United States and Canada. Newmont's offer document and
related materials are being mailed to Normandy shareholders in the United States
and Canada. Newmont's bid is scheduled to expire on February 15, 2002 at 7:00
p.m. local time in Sydney, which is 3:00 a.m. in New York.
Under Newmont's bid, Normandy shareholders will receive A$0.50 cash and 0.0385
Newmont common shares for each of their Normandy shares. Based on closing prices
on the New York Stock Exchange on January 9, 2002, Newmont's bid has a value of
almost A$1.93 per Normandy share, while the offer by AngloGold Limited has a
value of A$1.89 per share.
The Normandy Board, subject to its fiduciary duties, has recommended Newmont's
bid to Normandy shareholders and has recommended rejection of the AngloGold bid.
Normandy's CEO and Chairman, Mr. Robert Champion de Crespigny and each of the
other Normandy directors who hold shares in Normandy intend to accept the
Newmont bid in respect of all of the Normandy shares they hold. Normandy's
largest shareholder, Franco-Nevada, has committed its 19.8% interest in Normandy
to Newmont's bid as well.
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The special meeting of Newmont shareholders to consider matters relating to
Newmont's bid for Normandy and acquisition of Franco-Nevada will be held on
February 13, 2002. Shareholders of Franco-Nevada will meet on January 30, 2002
to approve Newmont's acquisition of Franco-Nevada.
# # #
Shareholders should obtain current quotes for the Newmont, Normandy and
AngloGold shares.
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 S-4 (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, 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.
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.
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