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 LOGO]
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203 NEWS RELEASE
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MEDIA CONTACT: INVESTOR CONTACT:
Doug Hock Wendy Yang
303-837-5812 303-837-6141
NEWMONT ACQUISITIONS OF NORMANDY, FRANCO-NEVADA REMAIN ON TRACK
SYDNEY, 31 December 2001 (Denver, December 30, 2001)--Newmont Mining Corporation
(NYSE:NEM) confirmed today that it has made substantial progress toward
completing its acquisitions of Normandy Mining Limited (ASX: NDY) and
Franco-Nevada Mining Corporation Limited (TSE:FN).
Wayne W. Murdy, President and Chief Executive Officer of Newmont, noted, "We are
on track with the schedule that we initially set for completion of our
acquisitions of Normandy and Franco-Nevada by mid-February. We remain committed
to the timely completion of these transactions, which we believe afford
substantial, tangible benefits for the shareholders of all three companies."
Newmont has recently:
o Dispatched its Bidder's Statement to holders of Normandy shares outside of
Canada and the United States.
o Filed its Registration Statement on Form S-4 for its offer for Normandy for
holders of Normandy shares in the United States and Canada with the United
States Securities and Exchange Commission.
o Filed its Preliminary Proxy Statement for its special meeting of Newmont
shareholders scheduled to be held in mid-February with the United States
Securities and Exchange Commission.
o Received termination of the Hart-Scott-Rodino anti-trust waiting period for
the acquisitions of Normandy and Franco-Nevada.
o Received advance ruling certificates from the Canadian Competition Bureau
with respect to the transactions with Normandy and Franco-Nevada.
o Received conditional approval from The Toronto Stock Exchange for the listing
of the Exchangeable Shares to be issued in connection with Newmont's
acquisition of Franco-Nevada.
Additionally, over the past week, Franco-Nevada has:
o Received the interim order of the Ontario Superior Court calling the
Franco-Nevada shareholders' meeting in connection with the Plan of
Arrangement pursuant to which Newmont will acquire all of the shares of
Franco-Nevada.
o Begun mailing to its shareholders the materials for the Franco-Nevada
shareholders' meeting at which the Plan of Arrangement with Newmont is to be
considered on January 30, 2002.
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Based on closing prices on the New York Stock Exchange on 28 December 2001,
Newmont's bid has a value of A$1.83 per Normandy share, while AngloGold's
recently revised offer has a value of A$1.79 per Normandy share. Shareholders
should obtain current market quotes for the shares of Newmont, Normandy and
AngloGold.
"Ours continues to be the better bid. We are offering Normandy shareholders more
cash, the more liquid stock, and the most compelling investment in the gold
industry. The combined company will have the financial capacity, expertise and
growth opportunities to immediately become the premier global gold company,"
Murdy said.
# # #
IMPORTANT NOTICE
Although Newmont Mining Corporation has lodged its Bidder's Statement in
Australia and mailed it to shareholders of Normandy Mining Limited who reside
outside of the United States and Canada, the offer by Newmont is not currently
being made to shareholders in the United States and Canada. In addition, the
Newmont offer cannot be accepted by shareholders in the United States and Canada
until Newmont's Registration Statement on Form S-4 has been declared effective
by the U.S. Securities and Exchange Commission.
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 has
filed with the U.S. Securities and Exchange Commission a Registration Statement
on Form S-4 (which includes a preliminary prospectus) on December 20, 2001 and a
preliminary proxy statement on December 26, 2001. Investors and security holders
are advised to read the preliminary prospectus and preliminary proxy statement,
which are available now, and the definitive prospectus and definitive proxy
statement, when they become available, because they contain and will contain
important information. Investors and security holders may obtain free copies of
the preliminary prospectus and preliminary proxy statement (which are available
now) and the definitive prospectus and definitive proxy statement (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 preliminary
prospectus and preliminary proxy statement, now available, and the definitive
prospectus and definitive proxy statement, 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.
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