e425
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
CLEARANCE BY EUROPEAN COMMISSION REMOVES FINAL
REGULATORY CONDITION TO INCOS FALCONBRIDGE ACQUISITION
Falconbridge shareholders are encouraged to tender to Inco offer
Toronto, July 4, 2006 Inco Limited (TSX, NYSE:N) announced today that its pending acquisition of
Falconbridge Limited (TSX, NYSE:FAL) has been cleared by the European Commission (Commission). The
company has therefore satisfied the final outstanding regulatory condition to the acquisition, and
Falconbridge shareholders are encouraged to tender their shares to Incos enhanced offer announced
on June 26, 2006.
The regulatory clearance, set forth in a decision issued by the Commission, is conditioned on the
same remedy agreed upon with the U.S. Department of Justice (DOJ) to address potential competition
issues related to Incos pending acquisition of Falconbridge. This remedy, as previously outlined
on June 7, 2006, consists of the sale to LionOre Mining International Ltd. (TSX: LIM, LSE:LOR,
ASX:LIM, BSE:LIONORE) of Falconbridges Nikkelverk refinery in Norway and the Falconbridge
marketing and custom feed organizations that market and sell the finished nickel and other products
produced at Nikkelverk and obtain third-party feeds for this facility, together with an agreement
for the combined Inco and Falconbridge to supply to Nikkelverk up to 60,000 tonnes of nickel in
matte annually. As previously indicated, the closing of this sale is conditioned on, and expected
to be completed upon receipt of, the clearances, as have now been obtained, by the U.S. Department
of Justice and the Commission of the pending acquisition of Falconbridge by Inco, as well as Inco
taking up and paying for Falconbridge shares pursuant to its offer and certain other standard terms
and conditions to closing.
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We are pleased with the conclusion of the Commissions second phase review and its clearance
of the combination of Inco and Falconbridge, said Scott Hand, Chairman and CEO. With this final
clearance behind us, we can now move forward with our offer to acquire Falconbridge.
Based on recent discussions with the DOJ, the DOJ has indicated to Inco that its clearance of
Incos pending acquisition of Falconbridge was based on the previously announced court filing of
the final judgment and signing of a hold separate stipulation and order providing for the
completion of the sale of Falconbridges Nikkelverk refinery and related operations and
arrangements. The DOJ, accordingly, will not be providing the parties with a formal notice of early
termination under the U.S. Hart-Scott-Rodino Act. Receipt of such notice is not required in order
for Inco to complete its pending acquisition of Falconbridge.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements regarding Incos offer to purchase all of the
common shares of Falconbridge Limited. Actual results and developments may differ materially from
those contemplated by these statements depending on, among others, the risks that divestitures
required by regulatory agencies as a condition of clearance of the transaction may not be completed
or may not be completed in a timely manner, and other risk factors listed from time to time in
Incos and Falconbridges reports filed with the U.S. Securities and Exchange Commission. The
forward-looking statements included in this release represent Incos views as of the date of this
release. While Inco anticipates that subsequent events and developments may cause its views to
change, it specifically disclaims any obligation to update these forward-looking statements. These
forward-looking statements should not be relied upon as representing its views as of any date
subsequent to the date of this release.
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Important Legal Information
This press release may be deemed to be solicitation material in respect of Incos proposed
combination with Falconbridge. Inco filed with the U.S. Securities and Exchange Commission
(SEC), on October 24, 2005, a registration statement on Form F-8 (containing an offer to purchase
and a share exchange take-over bid circular) and has filed amendments thereto, and will file
further amendments thereto as required, in connection with the proposed combination. Inco has also
filed, and will file (if required), other documents with the SEC in connection with the proposed
combination. Falconbridge has filed a Schedule 14D-9F in connection with Incos offer and has
filed, and will file (if required), other documents regarding the proposed combination, in each
case with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE CANADIAN SECURITIES REGULATORS OR THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ INCOS SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 THAT INCO FILED WITH THE SEC ON MAY 31, 2006, AND ANY AMENDMENTS INCO MAY FILE
THERETO, AS IT CONTAINS, AND SUCH AMENDMENTS, IF ANY, WILL CONTAIN, IMPORTANT INFORMATION REGARDING
TECK COMINCOS PROPOSED COMBINATION WITH INCO.
This press release is not a solicitation of a proxy from any security holder of Inco or Phelps
Dodge in respect of Incos proposed combination with Phelps Dodge. Inco intends to file a
Management Information Circular regarding the proposed transaction with the securities commissions
or equivalent regulatory authorities in Canada and to provide the Management Information Circular
to Inco shareholders. WE URGE INVESTORS TO CAREFULLY READ THE MANAGEMENT INFORMATION CIRCULAR WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT INCO AND THE PROPOSED TRANSACTION.
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Inco and its executive officers and directors may be deemed to be participants in the solicitation
of proxies from Inco and Phelps Dodge security holders in favor of Incos proposed combination with
Phelps Dodge. Information regarding the security ownership and other interests of Incos executive
officers and directors will be included in the Management Information Circular. Investors and
security holders may obtain copies of the Directors Circular, the registration statement, the
Solicitation/Recommendation Statement and Incos and Falconbridges other public filings made from
time to time by Inco and Falconbridge with the Canadian Securities Regulators, at www.sedar.com,
and the SEC free of charge at the SECs web site, www.sec.gov. The Management Information Circular
(when it becomes available) may also be obtained free of charge at www.sedar.com. In addition,
documents filed with the Canadian and U.S. regulators by Inco may be obtained free of charge by
contacting Incos media or investor relations departments.
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July 4, 2006
IN 06/29
For further information:
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Media Relations:
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Steve Mitchell (416) 361-7950 |
Investor Relations:
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Sandra Scott (416) 361-7758 |
or www.inco.com