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 MINING CORPORATION LOGO]
[NORMANDY MINING LIMTED LOGO] [FRANCO-NEVADA MINING CORPORATION lIMTED LOGO]
[PICTURE OF AUSTRALIAN AND CANADIAN COINS]
NEWMONT + NORMANDY + FRANCO-NEVADA = NEW NEWMONT
THE NEW GOLD STANDARD FOR THE 21ST CENTURY
Newmont Mining Corporation proposes to acquire Normandy Mining Limited and
Franco-Nevada Mining Corporation Limited to create the world's largest gold
producer. The new company will be:
- #1 in gold production (8.2 million ounces in 2001);
- #1 in reserves (97 million ounces); and
- #1 in EBITDA.
New Newmont will provide investors a clear choice premised on a belief in gold's
intrinsic, long-term value and its relevance to a balanced portfolio. New
Newmont will have:
- The most leverage to a rising gold price (least hedged of major producers);
- A strong balance sheet (a net debt-to-capital ratio of 23%);
- Low political and socio-economic risk (approximately 70% of production in
North America and Australia); and
- Superior trading liquidity (approximately US$62 million in average daily
trading volume in major global markets based on combined historical trading
performance).
New Newmont will combine unparalleled managerial capabilities
with these operating strengths:
- Low cash cost of approximately US$175 per ounce of gold produced;
- 22 mines on five continents;
- Premier land positions in world-class gold districts plus a portfolio of
promising development and exploration projects;
- Steady stream of royalty income backed by unique merchant banking expertise;
and
- Demonstrated commitment to environmental quality and socio-economic
development.
THE TRANSACTIONS CONSOLIDATE THESE STRONG COMPANY ATTRIBUTES
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NEWMONT (U.S.) NORMANDY (AUSTRALIA) FRANCO-NEVADA (CANADA)
- Largest gold producer in both - Australia's largest gold - Leading precious minerals
North and South America producer royalty company with interests
- Discoveries resulted in Carlin - Additional operations in U.S. in major gold, platinum
Trend in Nevada and Europe, Africa and South and diamond mines
Yanacocha District in Peru America - History of superior returns to
- Global operating capabilities - Recognized exploration and investors
with operations in development capabilities - Strategic focus and merchant
Uzbekistan and Indonesia - Portfolio of promising develop- banking skills
- Recognized R&D leader in ment projects - Strong balance sheet with no
exploration and metal extraction - Leader in environmental debt
protection and sustainability
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TERMS OF THE TRANSACTION
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NORMANDY TRANSACTION FRANCO-NEVADA TRANSACTION
- 0.0385 of a Newmont common share per - 0.8 of a Newmont common share, or
Normandy ordinary share (to be tradeable in Canadian exchangeable share, per Franco-Nevada
Australia), plus A$0.40 per ordinary share common share
cash payment - Implied price of C$28.36 on November 13,
- Implied offer price per share of A$1.90 based the day prior to announcement of the
on closing stock prices and the A$ exchange transaction*
rate on December 7, the day prior to the - Premium of 22% over Franco-Nevada's closing
announcement of the transaction* market price on November 13*
- Premium of 15% over AngloGold's November - Exchange for Newmont shares intended to
29 offer* be tax-free
- 50.1% minimum acceptance condition, - Exchangeable shares to trade on Toronto
including 19.9% owned by Franco-Nevada Stock Exchange
- No capital gains tax for scrip, provided 80% - Exchangeable shares intended to be Canadian
of shares accepted property
Normandy shareholders initially to own approximately Franco-Nevada shareholders initially to own approximately
18% of New Newmont 32% of New Newmont
*Will vary depending on current market price. Shareholders should obtain
updated quotes on Newmont share price
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NEW NEWMONT SNAPSHOT
Last twelve months ended Sept. 30, 2001.
Dollars are US in millions unless indicated otherwise. (1)
NEWMONT NORMANDY FRANCO-NEVADA NEW NEWMONT
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Proven & probable
gold reserves (mm oz)(2) 66.3 26.4 4.4 (3) 97.1 (3)
Production (mm oz) 5.8 2.4 0.3 (3) 8.6 (3)
Cash costs per oz $ 179 $ 160 $ 228 (3) $ 175 (3)
Total costs per oz $ 209 $ 224 $ 291 (3) $ 217 (3)
EBITDA(4) $ 573 $ 276 $ 123 $ 972
Cash $ 98 $ 193 (5) $ 547 $ 380 (6)
Debt $ 1,282 $ 672 (5) $ 0 $ 2,068 (6)
Net book capitalization(7) $ 2,874 $ 876 (5) $ 428 $ 7,392
Diluted shares outstanding (mm) 197 2,238 160 394
(1) Average exchange rates used for the Australian dollar and Canadian dollar
were US$0.523 and US$0.653, respectively.
(2) Latest public filings.
(3) Reflects proportional 49.5 percent ownership of Echo Bay.
(4) EBITDA is defined as revenues minus the cost of sales plus depreciation,
depletion and amortization plus amortization of
mining cost plus amortization of put options minus general and
administrative costs minus exploration and research.
(5) Adjusted to conform to U.S. GAAP accounting.
(6) Net of transaction adjustments including transaction costs of estimated
US$90 million and payment of A$0.40 per ordinary share to Normandy
shareholders; pro forma debt includes mark to market adjustment to Normandy
debt.
(7) Net book capitalization is defined as net debt plus minority interest
plus book equity plus preferred stock.
THE NEW NEWMONT FACT SHEET / PAGE 2
LEADERSHIP
Wayne W. Murdy, President and Chief Executive Officer of Newmont to be
Chairman and CEO Pierre Lassonde, President and Co-Chief Executive of
Franco-Nevada to be President
BOARD OF DIRECTORS
The Board of Directors of the New Newmont will have up to 17 members, including
Mr. Lassonde and Seymour Schulich, Chairman and Co-Chief Executive Officer of
Franco-Nevada. Robert Champion de Crespigny, Chairman and Chief Executive
Officer of Normandy, and one other current Normandy director will be offered
positions on the New Newmont Board of Directors.
NEW NEWMONT GOLD INTERESTS
[World map marked to show the following combined gold interests:
Core Operations:
Midas, Nevada
Carlin, Nevada
Phoenix, Nevada
Lone Tree, Nevada
Twin CreekS, Nevada
Yanacocha
Tanami
Yandal
Kalgoorlie
Batu Hijau
Strategic Operations:
Yamfo-Sefwi
Akim
Zarafshan
Martabe
Martha
Pajingo/Vera-Nancy
Others:
New Britannia
Musslewhite
Holloway
Golden Giant
Mesquite
La Herradura
Kori Kollo
La Coipa
Crixas
Paracatu
Ovacik
Minahasa
Boddington
Australian Magnesium Corporation]
LARGEST GLOBAL LAND POSITION = 94,000 SQ.MI./244,000 SQ. KM
3 major gold regions of Nevada, Peru and Western Australia = 69% of reserves
CORPORATE STOCK INFORMATION - PRINCIPAL MARKETS AND TRADING SYMBOLS
Newmont: NYSE: NEM for the common stock and NEM Pr for the preferred stock
Normandy: ASX: NDY
Franco-Nevada: TSE: FN
NEWMONT CORPORATE HEADQUARTERS
1700 Lincoln Street
Denver, CO 80203
(303) 863-7414
1-800-810-6463
For more information about Newmont, please visit www.newmont.com.
Please also visit www.normandy.com.au and www.franco-nevada.com.
THE NEW NEWMONT FACT SHEET / PAGE 3
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.
Dec. 20, 2001
THE NEW NEWMONT FACT SHEET / PAGE 4