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Gold Fields/Franco merger bad for Barrick
11a EDT Tuesday, June 13, 2000
Dear Friend of GATA and Gold:
Below is the press release announcing the merger of
Gold Fields and Franco-Nevada. The people at these
companies believe in gold's historic purposes and
have been acting from that belief, and so I think
that this couldn't be better for the gold cause.
CHRIS POWELL, Secretary/Treasurer
Gold Anti-Trust Action Committee Inc.
* * *
Franco-Nevada and Gold Fields to Merge,
Creating One of The World's Largest
and Strongest Gold Companies
No. 1 balance sheet in the industry
No. 2 in reserves and resources
No. 3 in annual production,
No. 4 in market capitalization
TORONTO and JOHANNESBURG, June 13 /CNW-PRN/ -
Toronto-based Franco-Nevada Mining Corporation
(TSE:FN - news) and Johannesburg-based Gold Fields
Limited (JSE:GFI and NASDAQ:GOLD) announced today
that their boards of directors have unanimously
agreed to unite the two companies through a merger
of equals.
Under the terms of the merger agreement,
shareholders of Gold Fields will receive 0.35 shares
of Franco-Nevada for each Gold Fields common share
resulting in the issue of approximately 159 million
Franco-Nevada common shares. Based on recent share
prices, the combined company would be valued at US
$3.7 billion (ZAR 25.8 billion).
This combination will create one of the world's
largest and strongest gold companies with a common
philosophy, belief in the future of gold, and
commitment to maximizing shareholder value. It will
have a number of unique rankings in the gold
industry:
- First in terms of balance sheet strength, with
virtually no debt and
over US $700 million (ZAR 4.9 billion) in cash and
marketable securities.
- First in terms of lowest break even costs and
among the lowest total
costs per ounce.
- Second in gold equivalent reserves (75 million
ounces) and resources
(150 million ounces).
- Third in annual gold production (4.4 million
ounces).
- Fourth in market capitalization (US $3.7 billion).
The new company, to be named Gold Fields
International, will enjoy revenues of US $1.26
billion (ZAR 8.8 billion), EBITDA of US $316 million
(ZAR 2.2 billion), net income of US $154 million
(ZAR 1.1 billion) and cash flow of US $277 million
(ZAR 1.9 billion). These are pro forma annualized
figures to March 2000, excluding exceptional items
and Canadian GAAP adjustments.
Seymour Schulich, co-founder, Chairman and Co-CEO of
Franco-Nevada, said, `This is a significant step in
our strategic growth as a company and in the ongoing
pursuit of value for our shareholders. We believe in
gold and this transaction will give our new company
the greatest leverage to gold possible. The new
company will also be particularly well placed to
lead further consolidation in the gold industry.
Franco-Nevada co-founder, President and Co- CEO
Pierre Lassonde and I have entered into multi-year
employment contracts as Co-Chairmen with the new
company. Our goal is to develop the leading global
gold company based one-third in North America, one-
third in South Africa and one-third in the rest of
the world.`
Chris Thompson, Chairman and CEO of Gold Fields and
President and CEO designate of the new company said,
`This is another step in bringing to fruition the
strategy we embarked on with the formation of Gold
Fields Limited, just two years ago, in globalizing
the company and creating value for our shareholders.
This merger is a leap for Gold Fields into the
international arena that could not be achieved
through organic growth alone. It provides our
existing shareholders with an offshore component to
their investment, much improved liquidity, and
participation in the growth and success of one of
the largest and strongest gold companies in the
world. It will ensure long-term growth in our
assets, and the sustainability of our consolidating
industry. In short, this transaction is good for our
company, our shareholders, our employees and our
country.`
Mr. Thompson added `It brings together complementary
management strengths and assets that provide a solid
foundation and direction for growth. It also
provides the new company with the highest leverage
to the gold price. My colleagues and I are delighted
to endorse this transaction which will create a
leading diversified gold producer and enormous value
for our shareholders.`
The new company will continue to operate in a
financially prudent manner. It will remain the only
virtually unhedged senior gold producer in the
world. The balance sheet will remain unlevered
except for long-term corporate bonds and specific
project debt and it is intended that the company
will pay out 50% of earnings in yearly dividends.
Most important of all, the company's low cost
structure will offer excellent leverage to the gold
price. We believe any increase in the price of gold
will produce significant increases in each of cash
flow, earnings and share price.
Following the merger, each company's shareholders
will own 50% of Gold Fields International. The head
office will be located in Toronto and the executive
office in Johannesburg. The board of directors will
include 4 appointees of Franco-Nevada, 4 from Gold
Fields and 4 management personnel. The experienced
management team, one of the youngest in the
industry, will be drawn from both companies. Mr.
Schulich and Mr. Lassonde will serve as Co- Chairmen
with a particular focus on acquisition growth. Mr.
Thompson will serve as President and CEO. Mr. Ian
Cockerill and Mr. Nick Holland, COO and CFO,
respectively, of Gold Fields Limited, and Mr. Craig
Haase, Chief Legal Officer for Franco-Nevada, will
all hold the same positions in the new company. The
company will have a primary listing on the Toronto
Stock Exchange and will apply to have its common
shares listed on the New York, Johannesburg, Paris,
Brussels and Swiss Stock Exchanges.
The transaction, which will be immediately accretive
to Franco-Nevada's earnings and cash flow, is
expected to be accounted for as a pooling of
interests under Canadian accounting rules. The
merger and its terms and conditions will be subject
to the receipt of various approvals including,
specifically, from the South African Ministry of
Finance: the South African Reserve Bank; and the
South African Securities Regulations Panel with
regard, inter alia, to the proposed capital Scheme
of Arrangement and related circular; the regulatory
authorities in Canada; the Johannesburg Stock
Exchange; 75 % of the voting shareholders of Gold
Fields in respect of the Scheme of Arrangement; the
South African Courts; and confirmatory due diligence
by June 30. Franco-Nevada shareholders will vote on
the name change and revised board structure.
It is anticipated that information will be mailed to
Gold Fields' shareholders in July. The Gold Fields
and Franco-Nevada meetings are expected to be held
in August with an effective date to occur in
September. Gold Fields has received irrevocable
undertakings to vote in favour of the merger in
respect of 11% of its outstanding shares.
The merger agreement provides for a US $70 million
(ZAR 488 million) break fee and a 5% option on each
company's stock payable only in the event that
either of the board of directors withdraw their
endorsement of the Scheme of Arrangement or if a
superior proposal is consummated within twelve
months.
National Bank Financial Inc. and Merrill Lynch amp; Co.
have been engaged by Franco-Nevada to review the
merger from a financial point of view and to assist
Franco-Nevada's board of directors in their
deliberations. Deutsche Bank AG and HSBC Group have
been engaged by Gold Fields to review the merger
from a financial point of view for Gold Fields and
to provide a fairness opinion to the board of
directors of Gold Fields as part of the approval
process for the Scheme of Arrangement. All the
investment advisors will cooperate in facilitating a
positive vote on the proposed Scheme of Arrangement
from Gold Fields' shareholders.
Franco-Nevada is the leading precious metals royalty
company and the fifth largest gold company in the
world by market capitalization. The company has high
margin profit producing properties and royalty
interests in the world's major gold camps plus a
total royalty portfolio spanning five million acres
in six countries. Franco-Nevada has a proven track
record of growing profits, is completely unhedged
and remains cash rich and debt-free.
Gold Fields is the second largest gold producer in
South Africa and one of the largest in the world. It
has the second largest gold reserves and resources
in the industry and annual production in excess of 4
million ounces. Its South African operations include
the highest-grade mine in South Africa and the mine
with South Africa's highest productivities.
Current listings and symbols:
FRANCO-NEVADA: TSE: FN
GOLD FIELDS: JSE: GFI, NASDAQ: GOLD, BRUSSELS,
PARIS and Swiss Stock Exchange