Phelps Dodge Statement on Falconbridge Recommendation
24 Julio 2006 - 6:00PM
PR Newswire (US)
PHOENIX, July 24 /PRNewswire-FirstCall/ -- Phelps Dodge Corp.
(NYSE:PD) today issued the following statement regarding the
decision of the Falconbridge Ltd. (TSX, NYSE: FAL) board of
directors to continue to recommend that Falconbridge shareholders
tender their shares into the Inco Ltd. (TSX, NYSE: N) offer to
purchase all outstanding common shares of Falconbridge. J. Steven
Whisler, chairman and chief executive officer of Phelps Dodge,
said: "We appreciate the continued support of the Falconbridge
board for the Inco offer, which is valued at C$64.40 per
Falconbridge share as of the close of market today. Inco's offer,
supported by Phelps Dodge, is clearly superior both currently and
in the long term to the Xstrata offer and, unlike Xstrata's hostile
offer, has received all necessary regulatory approvals. Upon
closing of the Phelps Dodge offer for Inco, Falconbridge
shareholders will own approximately 30 percent of the new Phelps
Dodge Inco. This three-way combination will create a North American
mining powerhouse with a global nickel headquarters in Toronto,
approximately $900 million in annual synergies, a rich portfolio of
development projects, and market-leading positions in both copper
and nickel, as well as strong positions in molybdenum and cobalt."
Phelps Dodge is one of the world's leading producers of copper and
molybdenum and is the largest producer of molybdenum-based
chemicals and continuous-cast copper rod. The company employs
13,500 people worldwide. Cautionary Language Concerning
Forward-Looking Statements These materials include "forward-looking
statements" (as defined in Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934)
including statements regarding, among other things, the benefits of
the combination with Inco and the combined company's plans,
objectives, expectations and intentions. All statements other than
historical information are forward-looking statements. These
forward-looking statements are based on management's current
beliefs and expectations, speak only as of the date made, and are
subject to a number of significant risks and uncertainties that
cannot be predicted or quantified and are beyond our control.
Future developments and actual results could differ materially from
those set forth in, contemplated by, or underlying the
forward-looking statements. The following factors, among others,
could cause actual results to differ from those described in the
forward-looking statements in this document: (i) the ability to
obtain governmental approvals of the combination on the proposed
terms and schedule; (ii) the failure of Inco's shareholders to
approve the plan of arrangement; (iii) the failure of Phelps
Dodge's shareholders to authorize the issuance of Phelps Dodge
common shares, the change of Phelps Dodge's name to Phelps Dodge
Inco Corporation and an increase in the size of Phelps Dodge's
board of directors as required under the combination agreement;
(iv) the risks that the businesses of Phelps Dodge and Inco and/or
Falconbridge will not be integrated successfully; (v) the risks
that the cost savings, growth prospects and any other synergies
from the combination may not be fully realized or may take longer
to realize than expected; (vi) the combined company's inability to
refinance indebtedness incurred in connection with the combination
on favorable terms or at all; (vii) the possibility that Phelps
Dodge will combine with Inco only; (viii) the possible impairment
of goodwill resulting from the combination and the resulting impact
on the combined company's assets and earnings; and (ix) additional
factors that may affect future results of the combined company set
forth in Phelps Dodge's, Inco's and Falconbridge's filings with the
Securities and Exchange Commission, which filings are available at
the SEC's Web Site at (http://www.sec.gov/). Except as required by
law, we are under no obligation, and expressly disclaim any
obligation, to update, alter or otherwise revise any
forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information,
future events or otherwise. NOTE: In connection with the proposed
combination, Phelps Dodge filed a preliminary proxy statement on
Schedule 14A with the SEC. Investors are urged to read the
definitive proxy statement (including all amendments and
supplements to it) when it is filed because it contains important
information. Investors may obtain free copies of the definitive
proxy statement, as well as other filings containing information
about Phelps Dodge, Inco and Falconbridge, without charge, at the
SEC's website (http://www.sec.gov/). Copies of Phelps Dodge's
filings may also be obtained without charge from Phelps Dodge at
its Web site (http://www.phelpsdodge.com/) or by directing a
request to Phelps Dodge, One North Central Avenue, Phoenix,
Arizona, 85004-4414, Attention: Assistant General Counsel and
Corporate Secretary (602) 366-8100. The directors and executive
officers of Phelps Dodge may be deemed to be participants in the
solicitation of proxies in respect of the proposed combination.
Information regarding the directors and executive officers of
Phelps Dodge and a description of their direct and indirect
interests, by security holdings or otherwise, is available in the
preliminary proxy statement filed with the SEC and will be
available in the definitive proxy statement when filed with the
SEC. DATASOURCE: Phelps Dodge Corp. CONTACT: Media: Peter J. Faur,
+1-602-366-7993; or Investors: Stanton K. Rideout, +1-602-366-8589
Copyright