UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1F
TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
FALCONBRIDGE LIMITED
(Name of Subject Company)
Ontario, Canada
(Jurisdiction of Subject Company's Incorporation or Organization)
XSTRATA CANADA INC.,
an indirect wholly-owned subsidiary of
XSTRATA PLC
(Bidder)
Common Shares
(Title of Class of Securities)
36104100
(CUSIP Number of Class of Securities (if applicable))
Benny S. Levene, Esq.
Chief Legal Counsel
Xstrata plc
Bahnhofstrasse 2
Zug, Ch-6301
Switzerland
+41-14-726-6058
(Name, address (Including ZIP code) and telephone number (including area code) of
person(s) authorized to receive notices and communications on behalf of bidder)
Copy to:
Gerald D. Shepherd, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12th Floor
New York, New York 10022
(212) 588-5500
May 18, 2006
(Date tender offer first published, sent or given to securityholders)
PART I
INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
Item 1. Home Jurisdiction Documents
Item 2. Informational Legends
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PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The following exhibits have been filed as part of this Schedule.
| EXHIBIT NUMBER | DESCRIPTION | |
|---|---|---|
| 1.1 | Summary Newspaper advertisement, dated May 18, 2006(1) | |
| 1.2 | Early Warning Report, dated May 17, 2006, filed by 1184760 Alberta Ltd., a wholly-owned subsidiary of Xstrata plc ("Xstrata Alberta")(1) | |
| 1.3 | Report of a Take-Over Bid (Quebec), dated May 18, 2006, filed by Xstrata Canada Inc., a wholly-owned subsidiary of Xstrata plc(1) | |
| 1.4 | Early Warning Report, dated July 7, 2006, filed by Xstrata Alberta(2) | |
| 1.5 | Early Warning Report, dated July 11, 2006, filed by Xstrata Alberta(3) | |
| 1.6 | Early Warning Report, dated July 21, 2006, filed by Xstrata Alberta(4) | |
| 1.7 | Early Warning Report, dated July 27, 2006, filed by Xstrata Alberta(5) | |
| 1.8 | Early Warning Report, dated July 28, 2006, filed by Xstrata Alberta(6) | |
| 1.9 | Early Warning Report, dated August 15, 2006, filed by Xstrata Canada(7) | |
| 1.10 | Early Warning Report, dated August 28, 2006, filed by Xstrata Canada(8) | |
| 1.11 | Report of Result of a Take-Over Bid (Quebec), dated August 28, 2006, filed by Xstrata Canada(8) | |
| 2.1 | The opinion of TD Securities Inc., dated March 8, 2005, concerning the valuation of common shares of Falconbridge Limited prior to the amalgamation of Noranda Inc. and Falconbridge Limited on June 30, 2005(1) |
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PART III
UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS
1. Undertakings
2. Consent to Service of Process
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By signing this Schedule, Xstrata Canada Inc. consents without power of revocation that any administrative subpoena may be served, or any administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with the filing on this Amendment No. 7 to Schedule 14D-1F or any purchases or sales of any security in connection therewith, may be commenced against it in any administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of the United States by service of said subpoena or process upon Xstrata Canada Inc.'s designated agent.
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 current.
| XSTRATA CANADA INC. | ||||
| Date: August 28, 2006 | ||||
By: | /s/ BENNY STEVEN LEVENE Name: Benny Steven Levene Title: President and Secretary | |||
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By signing this Schedule, Xstrata plc consents without power of revocation that any administrative subpoena may be served, or any administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with the filing on this Amendment No. 7 to Schedule 14D-1F or any purchases or sales of any security in connection therewith, may be commenced against it in any administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of the United States by service of said subpoena or process upon Xstrata plc's designated agent.
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 current.
| XSTRATA PLC | ||||
| Date: August 28, 2006 | ||||
By: | /s/ BENNY STEVEN LEVENE Name: Benny Steven Levene Title: Chief Legal Counsel | |||
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