Exhibit 99.1
[FALCONBRIDGE LOGO]
NORANDA AND FALCONBRIDGE COMPLETE AMALGAMATION
CONTINUE AS FALCONBRIDGE LIMITED
TORONTO, JUNE 30, 2005 - Falconbridge Limited today announced the
successful completion of the amalgamation between Noranda Inc. and the
former Falconbridge. The newly amalgamated company will continue under the
name Falconbridge Limited and, effective July 6, 2005, will trade under a
new stock symbol (TSX: FAL.LV and NYSE: FAL).
The amalgamation of Noranda and Falconbridge was overwhelmingly approved by
Noranda common and junior preference shareholders and by Falconbridge
common shareholders at special meetings of those shareholders held earlier
today. As a result, each outstanding Falconbridge common share (other than
shares held by Noranda or dissenting shareholders) was converted into 1.77
common shares of the new Falconbridge. In addition, outstanding Noranda
common shares, preferred shares and junior preference shares and
Falconbridge preferred shares (other than shares held by dissenting
shareholders) were converted into an equal number of new Falconbridge
common shares, preferred shares and junior preference shares, as
applicable. Each of these securities will have the same attributes as the
predecessor Noranda or Falconbridge security existing immediately prior to
the amalgamation.
"Falconbridge is one of North America's largest base metals companies with
assets of approximately US$12 billion," said Derek Pannell, Chief Executive
Officer of Falconbridge. "As a widely held company, Falconbridge should
benefit from increased shareholder liquidity, substantial leverage to strong
market fundamentals for base metals and enhanced financial flexibility."
"With greater financial and operational strength, Falconbridge is well
positioned to compete globally in the copper and nickel businesses," added
Mr. Pannell. "I would also like to thank the shareholders of both
Falconbridge and Noranda for their support throughout this process."
In order to receive a certificate representing new Falconbridge common
shares, holders of Falconbridge common shares must surrender their share
certificates representing Falconbridge common shares to CIBC Mellon Trust
Company in accordance with the instructions contained in the letter of
transmittal that will be mailed to shareholders on or about July 5, 2005.
Until such time as Falconbridge common shareholders surrender their share
certificates to CIBC Mellon Trust Company, any dividends or other
distributions made with respect to new Falconbridge common shares, with a
record date on or after June 30, 2005, will be held by CIBC Mellon Trust
Company, as depositary, for such holders.
Upon surrender of Falconbridge common share certificates, holders will
receive (i) a certificate representing new Falconbridge common shares to
which the holder is entitled pursuant to the amalgamation and (ii) a cheque
in respect of any dividends or other distributions made with respect to such
new Falconbridge shares with a record date on or after June 30, 2005.
Holders of share certificates that immediately prior to the amalgamation
represented any class of Noranda shares or represented Falconbridge
preferred shares are not required to surrender such certificates in order to
receive any dividends or other distributions declared or made with respect
to the corresponding shares of the new Falconbridge with a record date on or
after June 30, 2005. Certificates which represented Noranda common shares,
Noranda preferred shares, Noranda junior preference shares or Falconbridge
preferred shares prior to the amalgamation will represent the same number of
new Falconbridge common shares, new Falconbridge preference shares and new
Falconbridge junior preference shares, as applicable, and will be replaced
upon transfer.
New Stock Symbols
The listed common shares, preferred shares and junior preference shares of
the new Falconbridge will continue to trade under their existing symbols
until Wednesday, July 6, 2005, when they will begin trading on the Toronto
Stock Exchange under the following stock symbols:
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NAME OF NEW FALCONBRIDGE TRADING SHARES
SECURITY SYMBOL OUTSTANDING
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Common Shares(1) FAL.LV 367,327,263
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Preferred Shares, Series 2 FAL.PR.A 4,787,283
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Preferred Shares, Series 3 FAL.PR.B 3,122,882
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Preferred Shares, Series F FAL.PR.F 3,246,057
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Preferred Shares, Series G FAL.PR.G 8,753,943
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Preferred Shares, Series H FAL.PR.H 6,000,000
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Junior Preference Shares, FAL.PR.X 19,999,899
Series 1(2)
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Junior Preference Shares, FAL.PR.Y 19,999,899
Series 2(2)
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Junior Preference Shares, FAL.PR.Z 9,999,903
Series 3(2)
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(1) The new Falconbridge common shares will also trade in US Dollars on the
Toronto Stock Exchange under the symbol FAL.LV.U. (2) 8,000,000 junior
preference shares, series 1, 8,000,000 junior preference shares, series 2
and 4,000,000 junior preference shares, series 3 will be redeemed on August
11, 2005, as previously announced.
The new Falconbridge common shares will commence trading on the New York
Stock Exchange on Wednesday, July 6, 2005 under the symbol FAL. Historical
stock trading information for the symbol FAL on the Toronto Stock Exchange
and the New York Stock Exchange will reflect Noranda's trading history.
Falconbridge Limited 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. Falconbridge's common shares will be listed on the New York Stock
Exchange (FAL) and the Toronto Stock Exchange (FAL.LV). 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", "will" 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
Falconbridge, to differ materially from anticipated future results,
performance or achievements expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially
from those set forth in the forward-looking statements include general
economic conditions, interest rates, availability of equity and debt
financing and other risks detailed in Noranda's Annual Report on Form 40-F
filed with the Securities and Exchange Commission. Falconbridge does not
undertake any obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Contacts:
Media
Ian Hamilton
Director, Communications and Public Affairs
Falconbridge Limited
416-982-7161
ian.hamilton@toronto.norfalc.com
Investors
Tracey Wise
Manager, Investor Relations
Falconbridge Limited
416-982-7178
tracey.wise@toronto.norfalc.com