[NORANDA LOGO]
Noranda Bid Receives 78% Support from Falconbridge Shareholders
MAY 6, 2005 - 07:00:20 ET
TORONTO, ONTARIO--(CCNMatthews - May 6, 2005) -
Noranda to Take Up Remaining Falconbridge Common Shares
Noranda Inc. ("Noranda") (TSX:NRD.LV)(NYSE:NRD) and Falconbridge Limited
("Falconbridge") (TSX:FL) today reported the results of the offer to
acquire the common shares of Falconbridge not already owned by Noranda (the
"Offer"), the second step of an all-encompassing plan to combine Noranda
and Falconbridge and create one of North America's leading base-metals
companies.
Noranda confirmed that 58,476,589 Falconbridge common shares were validly
deposited under the Offer, representing 78% of the shares held by minority
shareholders. Noranda confirmed that all conditions to the Offer have been
met and that it will take up all shares validly deposited, increasing its
ownership to 164,235,689, or approximately 91%, of the outstanding
Falconbridge Common Shares.
/T/
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Number of % of Outstanding
Shares Falconbridge
Common Shares
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Noranda ownership before the Offer 105,759,100 58.5
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NORANDA OWNERSHIP AFTER THE OFFER 164,235,689 90.8
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/T/
"We are excited to have received shareholder approval to proceed with the
merger," said Derek Pannell, Chief Executive Officer of Noranda. "The
merging of Noranda and Falconbridge creates a stronger platform upon which
to sustain and grow our base-metal assets. With an attractive pipeline of
projects, expanded operations and a simplified corporate structure,
NorandaFalconbridge is now even better positioned to deliver value in this
strong commodity market."
Under the terms of the Offer dated March 24, 2005, Noranda offered to
purchase all of the outstanding common shares of Falconbridge
("Falconbridge Common Shares") not already owned by Noranda or its
affiliates on the basis of 1.77 common shares of Noranda ("Noranda Common
Shares") for each Falconbridge Common Share. The Offer expired at 8:00 p.m.
(Toronto time) on May 5, 2005.
Fractional Noranda Common Shares will not be issued in connection with the
Offer. Instead of receiving a fractional Noranda Common Share, Falconbridge
shareholders will receive a cash payment equal to such fraction multiplied
by the closing price of the Noranda Common Shares on the Toronto Stock
Exchange on May 6, 2005. Payment for fractional Noranda Common Shares
issuable under the Offer will be made by Noranda to the depositary, as
agent for the depositing shareholders, on or before May 11, 2005. The
depositary will issue and mail share certificates and cheques, as
applicable, as soon as practicable thereafter. Return of shares not
purchased because of invalid deposit will be made as soon as practicable.
Noranda intends to proceed to acquire any remaining Common Shares not
tendered to the Offer. Noranda expects this process to be completed by the
end of August, 2005.
Upon final completion of Noranda's combination with Falconbridge, Brascan
will own 74,423,504 common shares of NorandaFalconbridge, reducing its
position to approximately 20%.
Noranda Inc. is a leading copper and nickel company with investments in
fully-integrated zinc and aluminum assets. Its primary focus is the
identification and development of world-class copper and nickel mining
deposits. It employs 16,000 people at its operations and offices in 18
countries. Noranda's common shares are listed on The New York Stock
Exchange (NRD) and the Toronto Stock Exchange (NRD.LV). Noranda's website
can be found at www.noranda.com.
Falconbridge Limited is a leading low-cost producer of nickel, copper,
cobalt and platinum group metals. It is also one of the world's largest
recyclers and processors of metal-bearing materials. Falconbridge's common
shares are listed on the Toronto Stock Exchange under the symbol FL.
Falconbridge's website can be found at www.falconbridge.com.
Note: This press release may contain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The words
"believe", "expect", "anticipate", "intend", "estimate" and other
expressions which are predictions of or indicate future events and trends
and which do not relate to historical matters identify forward looking
statements. Reliance should not be placed on forward-looking statements
because they involve known and unknown risks, uncertainties and other
factors, which may cause the actual results, performance or achievements of
Noranda or Falconbridge, as applicable, to differ materially from
anticipated future results, performance or achievement expressed or implied
by such forward-looking statements. Factors that could cause actual results
to differ materially from those set forward in the forward-looking
statements include general economic conditions, interest rates,
availability of equity and debt financing and other risks detailed from
time to time in the companies' Annual Reports and 40-F filed with the
Securities and Exchange Commission. Neither Noranda nor Falconbridge
undertakes any obligation to publicly update or revise any forward looking
statements, whether as a result of new information, future events or
otherwise.
FOR FURTHER INFORMATION PLEASE CONTACT:
Noranda Inc.
Denis Couture, Vice-President, Investor Relations,
Communications and Public Affairs
(416) 982-7020
denis.couture@toronto.norfalc.com
or
Noranda Inc.
BCE Place, 181 Bay Street
Toronto, Ontario M5J 2T3
www.noranda.com
or
Noranda Inc.
Steven Douglas
Executive Vice-President and Chief Financial Officer
(416) 982-3554
steve.douglas@toronto.norfalc.com