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 STOCKHOLDERS ENDORSE NORMANDY AND FRANCO-NEVADA ACQUISITIONS
O NEWMONT'S BID FOR NORMANDY AND ACQUISITION OF FRANCO-NEVADA TO BE
UNCONDITIONAL UPON ACCEPTANCE BY HOLDERS OF 50.1% OF NORMANDY SHARES
O NEWMONT RECEIVES INVESTMENT CANADA AND ASX APPROVALS
O ACCELERATED PAYMENT FOR EARLY ACCEPTANCES
DENVER, February 13, 2002 (Sydney, 14 February 2002) -- Newmont Mining
Corporation (NYSE:NEM) announced today that its stockholders have resoundingly
approved the steps necessary for Newmont to complete its acquisitions of
Normandy Mining Limited (ASX:NDY) and Franco-Nevada Mining Corporation Limited
(TSE:FN). Newmont also announced that earlier this week it received approval
under the INVESTMENT CANADA ACT for its acquisition of Franco-Nevada and
approval from the Australian Stock Exchange for the admission of Newmont to the
ASX Official List and the quotation of Newmont CDIs.
Upon Newmont acquiring relevant interests in at least 50.1% of the Normandy
shares (calculated on a fully-diluted basis), which is the minimum acceptance
requirement under Newmont's bid for Normandy, all conditions necessary for
completion of Newmont's acquisitions of Normandy and Franco-Nevada will be
satisfied or waived. Newmont currently has a relevant interest in approximately
27% of the Normandy shares (calculated on a fully-diluted basis).
Newmont has arranged for payment to be made following the close of ASX trading
on Wednesday, 20 February to all Normandy shareholders who accept Newmont's bid
by 7:00 p.m. local time in Sydney (3:00 a.m. local time in New York) on 15
February 2002 if, as currently anticipated, the 50.1% minimum acceptance
condition is satisfied on 15 February. Payment for acceptances received after
that time will be made within five business days, as provided under the terms of
Newmont's bid.
Newmont also has arranged to complete its acquisition of Franco-Nevada on 16
February 2002 if, as currently anticipated, Newmont has then satisfied the 50.1%
minimum acceptance condition under its bid for Normandy.
Mr. Wayne Murdy, Chairman, President and Chief Executive Officer of Newmont,
stated, "We are very pleased with the support that shareholders of all three
companies have shown for our initiative to create the premier global gold
company. Today's vote and the approval of our transaction by the shareholders of
Franco-Nevada two weeks ago confirm that we have a shared vision for the new
Newmont."
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Mr. Murdy continued, "We also are pleased that so many of Normandy's
shareholders already have accepted our bid and that all necessary regulatory and
stockholder approvals have been obtained. We understand that, with Newmont
stockholder approval in hand, a significant number of Normandy shares now will
be tendered. We hope that all of the Normandy shareholders take the opportunity
to receive accelerated payment for their shares and that we can proceed quickly
to complete the creation of the new Newmont and integration of the operations of
the three companies."
Normandy shareholders with questions as to how to accept Newmont's bid may call
Newmont's stockholder information line at 1 800 507 507 (toll-free within
Australia), 1 888 750 5835 (toll-free within the United States or Canada) or +61
2 9278 9331 (if outside Australia, the United States or Canada).
# # #
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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