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
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
FRANCO-NEVADA SHAREHOLDERS OVERWHELMINGLY APPROVE ACQUISITION BY
NEWMONT; CLOSING ON TRACK FOR MID-FEBRUARY
DENVER, January 30, 2002 -- Newmont Mining Corporation (NYSE: NEM) announced
that shareholders of Franco-Nevada Mining Corporation Limited (TSE:FN) voted
overwhelmingly today to approve Newmont's acquisition of Franco-Nevada, pursuant
to a Plan of Arrangement.
"We're extremely pleased with the unqualified support from shareholders of
Franco-Nevada," said Wayne W. Murdy, Chairman, President and Chief Executive
Officer of Newmont. "Franco-Nevada and its management team have done a terrific
job over the years and we are very excited about the attributes that
Franco-Nevada brings to Newmont," continued Mr. Murdy. "We remain on track to
complete our acquisition of Franco-Nevada and our concurrent acquisition of
Normandy Mining Limited (ASX: NDY) in mid-February to create the world's premier
gold investment vehicle."
Over 98.7% of the votes cast by Franco-Nevada shareholders were in favor of
Newmont's acquisition of Franco-Nevada on the basis of 0.8 of a share of Newmont
common stock (or 0.8 of a Canadian exchangeable share, each of which is
exchangeable for one Newmont share) for each common share of Franco-Nevada.
Franco-Nevada will apply to the Ontario Superior Court of Justice on February 1,
2002 for a final order approving the Plan of Arrangement through which the
acquisition will be implemented.
Completion of Newmont's acquisitions of Franco-Nevada and Normandy is subject to
certain conditions, including approval of certain matters relating to those
transactions at a special meeting of Newmont shareholders scheduled to be held
February 13, 2002, and acceptance of Newmont's bid for Normandy by holders of at
least 50.1% of the ordinary shares of Normandy (calculated on a fully-diluted
basis). Franco-Nevada's 19.8% interest in Normandy, which is committed to
Newmont's bid, will count toward this threshold. The directors of Normandy have
stated their intention to accept Newmont's bid in respect of all of the Normandy
shares that they own or over which they exercise control. Newmont's bid for
Normandy is currently scheduled to expire on February 15, 2002.
Newmont also announced today that it has received approval from the New York
Stock Exchange to list the additional shares of Newmont stock to be issued in
connection with these transactions, subject to official notice of issuance and
Newmont shareholder approval.
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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, 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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