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 LETTERHEAD]
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
NEWS RELEASE
--------------------------------------------------------------------------------
MEDIA CONTACT: INVESTOR CONTACT:
Doug Hock Wendy Yang
303-837-5812 303-837-6141
NEWMONT LODGES BIDDER'S STATEMENT FOR NORMANDY BID
SYDNEY, DECEMBER 20, 2001 (Denver, December 19, 2001) - Newmont Mining
Corporation (NYSE: NEM) today announced that it has lodged its Bidder's
Statement in Australia in connection with its offer to acquire the shares of
Normandy Mining Limited (AUS: NDY). Under that offer, which has a value of
A$1.85 per share based on Newmont's closing price on the New York Stock Exchange
on 19 December 2001, shareholders of Normandy will receive 0.0385 shares of
common stock of Newmont and A$0.40 for each of their Normandy shares.
Subject to its fiduciary duties, the Normandy Board of Directors has agreed to
recommend that its shareholders accept Newmont's offer and therefore reject the
offer from AngloGold Limited.
Wayne W. Murdy, the President and Chief Executive Officer of Newmont said,
"We've been very pleased by the support that we have received from Normandy
shareholders in Australia and throughout the world for Newmont's offer. We have
formally lodged our offer before the Christmas holidays, which will help ensure
that the Normandy shareholders will be able to choose the best bid."
Based upon North American closing prices on 19 December 2001, Newmont's offer
has a value of A$1.85 and AngloGold's offer has a value of A$1.74. Shareholders
are urged to get current quotes on the Normandy, Newmont and AngloGold shares.
Franco-Nevada Mining Corporation Limited (TSE: FN) announced on 11 December 2001
that it intends to convene a meeting of its shareholders on 30 January 2002 to
consider the acquisition of their shares by Newmont pursuant to a Plan of
Arrangement, as announced on 14 November 2001. Materials for Franco-Nevada's
shareholders meeting are expected to be mailed to its shareholders next week.
Mr. Murdy stated, "We remain confident that the shareholders of Newmont,
Normandy and Franco-Nevada will support the creation of the best gold investment
vehicle in the world, which we currently intend to complete in mid-February."
Under the Bidder's Statement lodged today, Newmont's offer is scheduled to close
at 7:00 PM, Sydney time, 3:00 AM New York City time, on 15 February 2002, unless
extended.
1 OF 2
Newmont's Registration Statement on Form S-4 with respect to its offer for
Normandy is being filed with the United States Securities and Exchange
Commission. The Newmont offer is not currently being made to Normandy
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
United States 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 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.
****
2 OF 2