FILED BY NORANDA INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: FALCONBRIDGE LIMITED
COMMISSION FILE NO: 333-123547
NORANDA INC. COMMISSION FILE NO. 333-123546
The following is a bulletin sent to Falconbridge employees who participate
in the Falconbridge Employee Share Savings Plan.
FALCONBRIDGE LIMITED
ESSP BULLETIN
APRIL 22, 2005
INTRODUCTION
On March 24, 2005, Noranda Inc. made an offer (which is referred to in this
Bulletin as the Falconbridge Offer) to purchase all of the outstanding
common shares of Falconbridge not already owned by Noranda or its
affiliates on the basis of 1.77 Noranda common shares for each Falconbridge
Common Share. This communication is being made in respect of the
Falconbridge Offer. The Falconbridge Offer is open for acceptance by
Falconbridge's common shareholders until 8:00 p.m. (Toronto time) on May 5,
2005. The other terms and conditions of the Falconbridge Offer are
described in Noranda's Offer to Purchase and Circular dated March 24, 2005
(which is referred to in this Bulletin as the Falconbridge Offer Circular),
a copy of which is available on the Falconbridge website at
www.falconbridge.com.
- --------------------
If you have any questions about the Falconbridge Offer, you should go to
the Falconbridge Intranet Discussion Forum.
COMMONLY ASKED QUESTIONS ABOUT THE ESSP AND THE FALCONBRIDGE OFFER
MAY I TENDER THE FALCONBRIDGE COMMON SHARES IN MY ESSP ACCOUNT TO THE
FALCONBRIDGE OFFER?
o Yes. You may tender all or any portion of the shares held in your ESSP
account to the Falconbridge Offer.
o If all of the conditions to the Falconbridge Offer are satisfied
before the expiry of the bid, Noranda will purchase those Falconbridge
Common Shares tendered to the Falconbridge Offer by issuing Noranda
common shares in accordance with the terms of the Falconbridge Offer.
AM I REQUIRED TO TENDER MY FALCONBRIDGE COMMON SHARES TO THE FALCONBRIDGE
OFFER?
No. The decision as to whether to tender your shares to the Falconbridge
Offer is entirely up to you.
WHAT WILL I RECEIVE IN EXCHANGE FOR THE FALCONBRIDGE COMMON SHARES THAT I
TENDER TO THE FALCONBRIDGE OFFER?
Under the terms of the Falconbridge Offer, Noranda will issue 1.77 of its
common shares for each Falconbridge Common Share purchased under the
Falconbridge Offer.
WHAT WILL BE THE PRICE OF THE NORANDA COMMON SHARES THAT I RECEIVE IN
EXCHANGE FOR MY FALCONBRIDGE COMMON SHARES?
The Noranda common shares you receive will be listed on the Toronto Stock
Exchange and the price of those shares will fluctuate based on the market
for those shares.
SHOULD I TENDER MY FALCONBRIDGE COMMON SHARES TO THE FALCONBRIDGE OFFER?
SHOULD I SELL MY FALCONBRIDGE COMMON SHARES ON THE OPEN MARKET BEFORE THE
COMPLETION OF THE FALCONBRIDGE OFFER OR THE SUBSEQUENT ACQUISITION
TRANSACTIONS?
o The directors of Falconbridge have concluded that the Falconbridge
Offer is fair, from a financial point of view, to Falconbridge's
shareholders and are recommending that shareholders tender their
shares to the Falconbridge Offer.
o However, the decision to tender your Falconbridge Common Shares to the
Falconbridge Offer or otherwise sell them on the open market is
entirely up to you. If you need financial or investment advice, you
should talk to your financial or investment advisor. If you do not
have a financial advisor (such as a stockbroker), a financial
representative at your bank or trust company can either assist you or
direct you to a financial or investment advisor.
o Please note that neither Noranda, Falconbridge, any of their
employees, nor the ESSP administrator can advise you as to whether to
tender your shares to the Falconbridge Offer.
AM I A REGISTERED SHAREHOLDER OR A NON-REGISTERED SHAREHOLDER?
If you participate in the Falconbridge ESSP, you own share units and you
are a non-registered shareholder. If you hold actual share certificates for
your Falconbridge Common Shares, you are a registered shareholder. The
value of shares and share units is equal.
THE FALCONBRIDGE OFFER CIRCULAR REFERS TO A LETTER OF TRANSMITTAL (PRINTED
ON GREEN PAPER) AND A NOTICE OF GUARANTEED DELIVERY (PRINTED ON PINK
PAPER). THESE WERE NOT INCLUDED IN MY PACKAGE. DO I NEED THEM AND, IF SO,
WHERE CAN I GET THEM?
Unless you are a registered shareholder, you do not need the Letter of
Transmittal or the Notice of Guaranteed Delivery. As mentioned above, if
you hold share units through your ESSP account, you are not a registered
shareholder. If you hold actual share certificates representing your
Falconbridge Common Shares and you would like to obtain a Letter of
Transmittal and a Notice of Guaranteed Delivery, you should contact CIBC
Mellon Trust Company, whose contact information is provided on the back
page of the Falconbridge Offer Circular.
MAY I TENDER MY NORANDA COMMON SHARES TO THE FALCONBRIDGE OFFER?
No. Common shares of Noranda may not be tendered to the Falconbridge offer.
Only Falconbridge Common Shares may be tendered to the Falconbridge Offer.
WILL I INCUR BROKERAGE OR OTHER TRANSACTION COSTS IF I CHOOSE TO TENDER
FALCONBRIDGE COMMON SHARES TO THE FALCONBRIDGE OFFER?
Noranda will pay any administration fees associated with the tender by you
of Falconbridge Common Shares held in your ESSP account.
WILL I BE REQUIRED TO PAY TAX IF I TENDER FALCONBRIDGE COMMON SHARES TO THE
FALCONBRIDGE OFFER?
o If you are resident in Canada and tender Falconbridge Common Shares
held in your ESSP account to the Falconbridge Offer, you will
generally not realize a capital gain or loss for Canadian federal
income tax purposes unless you choose to do so.
o If you are resident in a jurisdiction outside of Canada, you may have
to pay tax on the Noranda common shares that you receive in exchange
for your Falconbridge Common Shares. You should refer to the
Falconbridge Offer Circular and consult your own independent tax
advisor for advice with respect to the income tax consequences
applicable to you having regard to your own particular circumstances.
HOW DO I TENDER THE FALCONBRIDGE COMMON SHARES HELD IN MY ESSP ACCOUNT TO
THE FALCONBRIDGE OFFER?
o If you decide to tender the Falconbridge Common Shares held in your
ESSP account you must complete the enclosed special transaction form
entitled "Tender Falconbridge Common Shares to the Falconbridge Offer"
and submit that form in one of two ways before 4:00 p.m. (Toronto
time) on Tuesday, May 3rd, 2005. Please note that any forms received
after this time may not be tendered under the Falconbridge Offer.
o There are two ways to submit your form:
1. by fax to: 1-866-709-9877;
2. by first class mail or courier to: Falconbridge Share Tender
c/o Morneau Sobeco
895 Don Mills Road, Suite 700
One Morneau Sobeco Centre
Toronto, Ontario M3C 1W3
Please note: if submitting by mail, please ensure sufficient mailing time.
o If the Falconbridge Offer is successful, you will be issued 1.77
Noranda common shares for each Falconbridge Common Share tendered to
the Falconbridge Offer and your ESSP account will be adjusted to
reflect this.
WHY IS THE CUTOFF DATE FOR TENDERING SHARES UNDER THE ESSP DIFFERENT THAN
THE DATE IN THE OFFER?
Additional time is required in order to receive, consolidate and tabulate
the tendered share forms and information, and submit the results to the
depository in order to meet the deadline date of the Offer
WHAT NUMBER DO I COMPLETE ON THE FORM UNDER EMPLOYEE PAYROLL NUMBER?
You should complete your unique identification number that appears on your
paystub. This is required in order to ensure that, where there are
identical names, the correct employee's tender is completed.
WHAT HAPPENS AFTER THE CLOSING OF THE TENDERING PROCESS?
o Morneau Sobeco, the ESSP administrator, will consolidate all tenders
and information received by 4:00 p.m. (Toronto time) on May 3rd, 2005
and coordinate delivery of the information to the depository under the
Falconbridge Offer. Please note that any forms received after this
time may not be tendered under the Falconbridge Offer.
o If the Falconbridge Offer is successful, you will be issued 1.77
Noranda common shares for each Falconbridge common share tendered to
the Falconbridge Offer and your ESSP account will be adjusted to
reflect this.
ONCE I HAVE TENDERED THE FALCONBRIDGE COMMON SHARES HELD IN MY ESSP ACCOUNT
TO THE FALCONBRIDGE OFFER, CAN I WITHDRAW THOSE SHARES?
If you instruct the ESSP administrator to tender shares held in your ESSP
account to the Falconbridge Offer, you may subsequently withdraw those
shares in certain limited circumstances. Those circumstances are described
in section 4 of the Offer to Purchase portion of the Falconbridge Offer
Circular. If you decide to withdraw shares that you have tendered to the
Falconbridge Offer, you should immediately contact Morneau Sobeco, the ESSP
administrator. Because of the restrictions on withdrawing shares tendered
to the Falconbridge Offer, you may not be able to effect a withdrawal of
your shares in all cases.
UNDER WHAT CIRCUMSTANCES WILL THE FALCONBRIDGE OFFER BE COMPLETED?
Among other conditions, completion of the Falconbridge Offer requires that
at least 50.1% of the Falconbridge Common Shares not owned by Noranda be
tendered under the Falconbridge Offer.
WHAT WILL HAPPEN TO THE FALCONBRIDGE COMMON SHARES THAT I TENDER TO THE
FALCONBRIDGE OFFER IF THE FALCONBRIDGE OFFER IS NOT COMPLETED?
In these circumstances, the Falconbridge Common Shares that you tendered
from your ESSP account will remain in your ESSP account.
WHAT WILL HAPPEN TO MY FALCONBRIDGE COMMON SHARES IF I DO NOT TENDER THOSE
SHARES TO THE FALCONBRIDGE OFFER AND THE OFFER IS COMPLETED?
o In order to be successful, at least 50.1% of the Falconbridge Common
Shares not already owned by Noranda must be tendered to the
Falconbridge Offer and certain other conditions must be satisfied.
o Noranda has indicated that, if the Falconbridge Offer is successful,
it will complete one or more other transactions to acquire any
Falconbridge Common Shares not tendered to the Falconbridge Offer.
Noranda expects to acquire any remaining Falconbridge Common Shares on
the same basis as the Falconbridge Offer (i.e., by issuing 1.77
Noranda common shares for each Falconbridge Common Share). Those other
transactions are likely to be completed within 120 days of the expiry
of the Falconbridge Offer. However, there can be no assurance that
those transactions will be completed within that time period or at
all.
o Until those other transactions are completed, the Falconbridge Common
Shares will likely continue to trade on the Toronto Stock Exchange.
However, if the Falconbridge Offer is successful, the number of
Falconbridge Common Shares traded publicly will be reduced, which
could adversely affect the liquidity and market value of those
remaining shares.
ON WHAT DATE WILL FALCONBRIDGE COMMON SHARES TENDERED UNDER THE
FALCONBRIDGE OFFER BE EXCHANGED FOR NORANDA COMMON SHARES?
Assuming that all of the conditions to the Falconbridge Offer are
satisfied, Noranda expects to exchange Falconbridge Common Shares deposited
under the Falconbridge Offer for Noranda common shares as soon as
administratively possible.
IF I DO NOT TENDER, UNTIL WHAT DATE MAY I SELL MY FALCONBRIDGE COMMON
SHARES AT CURRENT MARKET PRICES?
If you do not tender your Falconbridge Common Shares to the Falconbridge
Offer, you may sell your shares on the open market until such time as all
of the Falconbridge Common Shares have been acquired by Noranda (unless the
Falconbridge Common Shares cease to be listed for trading on the Toronto
Stock Exchange). However, the price at which you may sell your shares
cannot be predicted and may be adversely affected by the completion of the
Falconbridge Offer.
WHAT WILL HAPPEN TO NORANDA COMMON SHARES IF THE FALCONBRIDGE OFFER IS
COMPLETED?
o The common shares of Noranda will continue to trade on the Toronto and
New York stock exchanges following the completion of the Falconbridge
Offer. The stock symbol for the Common Shares, NRD, will remain
unchanged. In essence, the transaction will be seamless for holders of
Noranda common shares.
o Noranda has announced that it intends to change its name to
"NorandaFalconbridge Inc." if the Falconbridge Offer and related
transactions are completed. This event is not expected to have any
significant effect on Noranda's common shares.
IF I EXCHANGE MY FALCONBRIDGE COMMON SHARES FOR NORANDA COMMON SHARES UNDER
THE FALCONBRIDGE OFFER, CAN I HOLD THOSE NORANDA COMMON SHARES IN MY
FALCONBRIDGE ESSP ACCOUNT?
You can hold any Noranda common shares issued to you under the Falconbridge
Offer in your Falconbridge ESSP account until a date to be determined later
this year at which time they will be transferred to a common
Noranda/Falconbridge Employee Share Savings Plan account. Once the merger
is finalized, you will be able to make transactions with respect to these
shares as you could with Falconbridge shares, i.e., selling the shares,
requesting share certificates, etc.
WILL THE FALCONBRIDGE ESSP CONTINUE AFTER THE COMPLETION OF THE
FALCONBRIDGE OFFER?
Yes. The ESSP will continue following the successful completion of the
Falconbridge Offer. However, shares purchased under the ESSP after that
date (expected to be on or about May 10th, 2005) will be Noranda common
shares. Some administrative changes to the ESSP are anticipated for 2006;
the details of these changes will be communicated in the weeks following
the completion of the Falconbridge Offer. These changes to the ESSP are
expected to be effective on January 1, 2006.
WHEN WILL FALCONBRIDGE COMMON SHARES CEASE TO BE PURCHASED THROUGH THE
FALCONBRIDGE ESSP AND NORANDA COMMON SHARES BE PURCHASED INSTEAD?
If the Falconbridge Offer is completed, the Falconbridge ESSP will cease
purchasing Falconbridge Common Shares after May 6, 2005. Effective as of
the first purchase date after May 6, 2005 (May 16, 2005), Noranda common
shares will be purchased for all ESSP participants (under both the Noranda
ESSP and the Falconbridge ESSP).
WHO CAN I SPEAK TO IF I STILL HAVE QUESTIONS?
If you require advice with respect to the decisions you are asked to make
under the Falconbridge Offer and the implications of those decisions, or if
you require other related financial advice, you should contact your
financial or investment advisor (such as a stockbroker). If you do not have
a financial or investment advisor, a financial representative at your bank
can either assist you or direct you to a financial or investment advisor.
Please note that Falconbridge, its employees or the ESSP administrator
cannot provide you with any financial or investment advice.
For details on Falconbridge's ESSP, please visit www.norfalcessp.hroffice.com
and click on "Plan Summary".
If you have any further questions on Falconbridge's ESSP, you may contact
Morneau Sobeco at www.norfalcessp.hroffice.com. You can also call the ESSP
CALL CENTRE at 1-866-899-3335 (toll free) or at 416-383-6466 for the
Toronto area and expatriates.
OTHER IMPORTANT INFORMATION
In connection with the Falconbridge Offer, Noranda filed with the U.S.
Securities and Exchange Commission (the SEC) a registration statement on
Form F-8 containing a share exchange take-over bid circular to be delivered
to the shareholders of Falconbridge. Noranda, if required, will be filing
other documents regarding the Falconbridge Offer with Canadian securities
regulatory authorities and the SEC. These documents will be added to the
Falconbridge website when filed.
You may also obtain, free of charge, documents filed with Canadian
securities regulatory authorities at www.sedar.com and documents filed with
the SEC at the SEC's website (www.sec.gov). In addition, documents filed by
Noranda with Canadian securities regulatory authorities or the SEC may be
obtained free of charge by contacting Noranda at (416) 982-7111.
WE URGE YOU TO READ CAREFULLY THE FALCONBRIDGE OFFER CIRCULAR AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH CANADIAN SECURITIES REGULATORY
AUTHORITIES OR THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
FALCONBRIDGE LIMITED
EMPLOYEE SHARE SAVINGS PLAN
SPECIAL TRANSACTION FORM TO TENDER
FALCONBRIDGE COMMON SHARES TO THE FALCONBRIDGE OFFER
This Special Transaction Form is to be used by members of the Employee
Share Savings Plan (the "ESSP") of Falconbridge Limited ("Falconbridge")
who wish to deposit common shares of Falconbridge ("Common Shares") to the
offer dated March 24, 2005 (the "Offer") made by Noranda to holders of
Common Shares.
PLEASE COMPLETE THIS SPECIAL TRANSACTION FORM AS SOON AS POSSIBLE AND
DELIVER TO MORNEAU SOBECO, AS THE ADMINISTRATOR OF THE ESSP, NO LATER THAN
4:00 P.M. (TORONTO TIME) TUESDAY, MAY 3RD, 2005. RECEIPT BY MORNEAU SOBECO
AFTER THIS CUTOFF WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ CAREFULLY THE FALCONBRIDGE OFFER AND RELATED CIRCULAR AND
THE INSTRUCTIONS SET OUT BELOW BEFORE COMPLETING THIS SPECIAL TRANSACTION
FORM.
TO: Morneau Sobeco
AND TO: Falconbridge Limited
Subject only to the provisions of the Offer regarding withdrawal, the
undersigned irrevocably accepts the Offer and authorizes and directs you to
deposit, for and on behalf of the undersigned, the number of Common Shares
allocated to the undersigned's account in the ESSP set forth below:
- --------------------------------------- ------------------------- -------------------------------
DEPOSIT ALL COMMON SHARES
IN MY ACCOUNT OR THE NUMBER
NAME OF MEMBER EMPLOYEE PAYROLL OF COMMON SHARES SET OUT
(PLEASE PRINT) NUMBER BELOW
- --------------------------------------- ------------------------- -------------------------------
- --------------------------------------- ------------------------- -------------------------------
- --------------------------------------- ------------------------- -------------------------------
The undersigned acknowledges receipt of the Offer and the related
circular.
SIGN HERE
Dated: , 2005
--------------- --
(month) (day)
- ---------------------------------
Signature of ESSP Member
- --------------------------------- -----------------------------------
Name of ESSP Member Work Location of ESSP Member