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 BID FOR NORMANDY TO EXPIRE ON 26 FEBRUARY
O NEWMONT TO EXERCISE COMPULSORY ACQUISITION RIGHTS FOR NORMANDY SHARES
O NEWMONT BID WILL NOT BE EXTENDED
SYDNEY, 26 February 2002 and DENVER, 25 February 2002 - Newmont Mining
Corporation (NYSE:NEM) announced today that it has acquired a relevant interest
in more than 92% of the shares of Normandy Mining Limited (ASX: NDY).
Newmont now has satisfied the prerequisites to enable it to exercise its
compulsory acquisition rights under Australian law to acquire all of the shares
of Normandy that are not already owned by Newmont or its affiliates. Newmont
intends to exercise these compulsory acquisition rights promptly and will be
lodging the necessary materials with applicable regulators and mailing the
necessary materials to the remaining shareholders of Normandy this week. Holders
of Normandy shares acquired through this process will receive the same
consideration as is being paid under Newmont's bid for shares of Normandy.
Newmont's off-market bid for the shares of Normandy will not be extended and
will expire on Tuesday, 26 February 2002 at 7:00 p.m. Sydney time (3:00 a.m. New
York time).
Trading in Newmont CDIs commenced on the Australian Stock Exchange on Monday, 25
February under the symbol "NEM". Newmont common stock trades on the New York
Stock Exchange under the symbol "NEM". Newmont's Canadian Exchangeable Shares
trade on The Toronto Stock Exchange under the symbol "NMC".
Normandy shareholders with questions as to how to accept Newmont's bid or the
compulsory acquisition process 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).
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IMPORTANT NOTICE
Although the Normandy Board of Directors, 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.
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CAUTIONARY STATEMENT
This news 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.
Newmont has completed its acquisition of Franco-Nevada and now controls the
Normandy Board of Directors. 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 news release are subject to various risks and
uncertainties, many of which are difficult to predict and generally beyond the
control of Newmont 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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