UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
INCO LIMITED
(Name of Subject Company (Issuer))
TECK COMINCO LIMITED
(Names of Filing Persons (Offerors))
COMMON SHARES
(Title of Class of Securities)
453258402
(CUSIP Number of Class of Securities)
Peter Rozee
Teck Cominco Limited
Suite 600, 200 Burrard Street
Vancouver, British Columbia, Canada
V6C 3L9
(604) 687-1117
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing persons)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing persons)
with copies to:
| Geofrey Myers Lang Michener LLP BCE Place, P.O. Box 747 Suite 2500, 181 Bay Street Toronto, Ontario, Canada M5J 2T7 (416) 360-8600 | Edwin S. Maynard Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 |
CALCULATION OF FILING FEE:
| Transaction Valuation* | Amount of Filing Fee** | |
|---|---|---|
| $13,510,585,005.98 | $1,445,633.00 |
| Amount Previously Paid: | $764,419 | |
| Filing Party: | Teck Cominco Limited | |
| Form or Registration No.: | Form F-10 | |
| Date Filed: | May 23, 2006 |
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This Tender Offer Statement on Schedule TO is filed by Teck Cominco Limited, a corporation existing under the laws of Canada ("Teck"). This Schedule TO relates to the offer (the "Offer") by Teck to purchase, on and subject to the terms and conditions of the Offer and Circular dated May 23, 2006 (the "Offer and Circular"), all of the outstanding common shares of Inco Limited, a corporation existing under the laws of Canada ("Inco"), together with associated rights (the "Rights") issued and outstanding under the shareholder rights plan of Inco (together, the "Inco Shares"), other than any Inco Shares owned, directly or indirectly, by Teck and its affiliates on any date upon which Teck takes up or acquires Inco Shares pursuant to the Offer, and including any Inco Shares that may become issued and outstanding after the date of this Offer but prior to 8:00 p.m. (Toronto time) on July 24, 2006 or such other date as is set out in a notice of variation of the Offer issued at any time and from time to time accelerating or extending the period during which Inco Shares may be deposited to the Offer (the "Expiry Date") (provided that, if such day is not a business day, then the Expiry Date will be the next business day), upon the conversion, exchange or exercise of any securities of Inco (other than the Rights) that are convertible into or exchangeable or exercisable for Inco Shares, for a combination of, at the election of each holder, (a) Cdn. $78.50 in cash or (b) 0.9776 of a Teck Class B subordinate voting share and Cdn. $0.05 in cash for each Inco common share, subject, in each case, to pro ration. As permitted by General Instruction F to Schedule TO, the information set forth in the Offer and Circular and the related Letter of Transmittal, is incorporated herein by reference in answer to Items 1-11 of this Schedule TO.
Teck has filed a registration statement on Form F-10 with the United States Securities and Exchange Commission relating to the Class B subordinate voting shares it proposes to issue to Inco shareholders in connection with the Offer, and will also file the Offer and Circular and all other tender offer documents required under applicable Canadian and United States securities regulations.
Item 1. Summary Term Sheet.
The information set forth in the Summary Term Sheet of the Offer and Circular is incorporated herein by reference.
Item 2. Subject Company Information.
Item 3. Identity and Background of Filing Person.
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Item 4. Terms of the Transaction.
The information set forth in the Offer and Summary of the Offer portions of the Offer and Circular is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in the introduction and Section 3 ("Background to the Offer") of the Circular portion of the Offer and Circular is incorporated herein by reference.
Item 6. Purpose of the Transaction and Plans or Proposals.
The information set forth in the introduction, Section 3 ("Background of the Offer") of the Circular portion, Section 5 ("Purpose of the Offer and Teck's Plans for Inco") of the Circular portion, Section 7 ("Acquisition of Inco Shares Not Deposited") and Section 16 ("Effect of the Offer on the Market for and Listing of Inco Shares") of the Circular portion in the Offer and Circular is incorporated herein by reference.
Item 7. Source and Amount of Funds or other Consideration.
The information set forth in Section 9 ("Source of Offered Consideration") of the Circular portion and the Summary of the Offer portion of the Offer and Circular is incorporated herein by reference.
Item 8. Interest in Securities of Subject Company.
The information set forth in the introduction and Section 10 ("Beneficial Ownership of and Trading in Securities of Inco") of the Circular portion of the Offer and Circular is incorporated herein by reference.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
The information set forth in the introduction, Section 21 ("Dealer Managers and Soliciting Dealer Group") of the Circular portion, Section 22 ("Information Agent") of the Circular portion and Section 25 ("Expenses of the Offer") of the Circular portion of the Offer and Circular is incorporated herein by reference.
Item 10. Financial Statements.
The information set forth in Teck's restated audited consolidated financial statements, and the related notes thereto, as at December 31, 2005 and 2004 and for each of the years in the three year period ended December 31, 2005 and the Auditors' Report thereon, in Teck's Annual Report on Form 40-F/A filed on May 22, 2006 and the Restated Unaudited Consolidated Interim Financial Statements and the related notes thereto for the three months ended March 31, 2006 and 2005 set forth in Teck's restated unaudited consolidated interim financial statements for the three months ended March 31, 2006 and 2005 as furnished on Form 6-K on May 22, 2006 are hereby incorporated by reference. In addition, the information set forth in the Summary of the Offer, Section 1 ("Teck") of the
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Circular portion and Annex A ("Pro Forma Consolidated Financial Statements of Teck Cominco Limited") to the Offer and Circular are incorporated herein by reference.
Item 11. Additional Information.
The information set forth in the Offer and Circular and Letter of Transmittal is incorporated herein by reference.
| Item 12. | Exhibits. | |
|---|---|---|
| (a)(1)(i) | Offer and Circular, dated May 23, 2006. | |
(a)(1)(ii) | Letter of Transmittal. | |
(a)(1)(iii) | Notice of Guaranteed Delivery. | |
(a)(1)(iv) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. | |
(a)(1)(v) | Letter to Clients. | |
(a)(1)(vi) | Letter to Shareholders. | |
(a)(2) | Not applicable. | |
(a)(3) | Not applicable. | |
(a)(4) | Filed as Exhibit (a)(1)(i). | |
(a)(5)(i) | Press release of Teck dated May 8, 2006, incorporated by reference to Teck's filing pursuant to Rule 425 on May 8, 2006. | |
(a)(5)(ii) | Slide Presentation of Teck dated May 8, 2006, incorporated by reference to Teck's filing pursuant to Rule 425 on May 8, 2006. | |
(a)(5)(iii) | Slide Presentation of Teck dated May 8, 2006, incorporated by reference to Teck's filing pursuant to Rule 425 on May 8, 2006. | |
(a)(5)(iv) | Transcript of Teck's Conference Call held on May 8, 2006, incorporated by reference to Teck's filing pursuant to Rule 425 on May 9, 2006. | |
(a)(5)(v) | Transcript of Teck's Conference Call held on May 8, 2006, incorporated by reference to Teck's filing pursuant to Rule 425 on May 9, 2006. | |
(b) | Not applicable. | |
(d) | Not applicable. | |
(g) | Not applicable. | |
(h) | Not applicable. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| TECK COMINCO LIMITED | |||
By: | /s/ PETER ROZEE Name: Peter Rozee Title: Senior Vice President, Commercial Affairs | ||
Dated: May 23, 2006
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| Exhibit Number | | |
|---|---|---|
| (a)(1)(i) | Offer and Circular, dated May 23, 2006. | |
(a)(1)(ii) | Letter of Transmittal. | |
(a)(1)(iii) | Notice of Guaranteed Delivery. | |
(a)(1)(iv) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. | |
(a)(1)(v) | Letter to Clients. | |
(a)(1)(vi) | Letter to Shareholders. | |
(a)(2) | Not applicable. | |
(a)(3) | Not applicable. | |
(a)(4) | Filed as Exhibit (a)(1)(i). | |
(a)(5)(i) | Press release of Teck dated May 8, 2006, incorporated by reference to Teck's filing pursuant to Rule 425 on May 8, 2006. | |
(a)(5)(ii) | Slide Presentation of Teck dated May 8, 2006, incorporated by reference to Teck's filing pursuant to Rule 425 on May 8, 2006. | |
(a)(5)(iii) | Slide Presentation of Teck dated May 8, 2006, incorporated by reference to Teck's filing pursuant to Rule 425 on May 8, 2006. | |
(a)(5)(iv) | Transcript of Teck's Conference Call held on May 8, 2006, incorporated by reference to Teck's filing pursuant to Rule 425 on May 9, 2006. | |
(a)(5)(v) | Transcript of Teck's Conference Call held on May 8, 2006, incorporated by reference to Teck's filing pursuant to Rule 425 on May 9, 2006. | |
(b) | Not applicable. | |
(d) | Not applicable. | |
(g) | Not applicable. | |
(h) | Not applicable. |
