e425
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
INCO OBTAINS U.S. REGULATORY CLEARANCE
OF OFFER FOR FALCONBRIDGE LIMITED
UPDATE ON EUROPEAN COMMISSION CLEARANCE PROCESS
Toronto, June 23, 2006 Inco Limited (TSX, NYSE:N) announced today that it and Falconbridge
Limited (TSX, NYSE:FAL) have reached a definitive agreement with the U.S. Department of Justice
(DOJ) on a remedy, consistent with what they had been discussing with the DOJ and the European
Commission (the Commission) as previously outlined on June 7, 2006, to address potential
competition issues related to Incos pending acquisition of Falconbridge and provide for the DOJs
clearance of this transaction. The remedy consists of the sale to LionOre Mining International
Ltd. (TSX: LIM, LSE:LOR, ASX:LIM, BSE:LIONORE) of Falconbridges Nikkelverk refinery in Norway and
the Falconbridge marketing and custom feed organizations that market and sell the finished nickel
and other products produced at Nikkelverk and obtain third-party feeds for this facility. In
addition, the sale will include an agreement to supply up to 60,000 tonnes of nickel in matte
annually, approximately equivalent to the current volume of feed provided by Falconbridges
operations to this refinery, for up to ten years. As previously indicated, the closing of this
sale is conditioned on, and expected to be completed upon receipt of, the clearance by both the DOJ
and the Commission of the pending acquisition of Falconbridge by Inco, as well as Inco taking up
and paying for Falconbridge shares pursuant to its offer and certain other standard terms and
conditions to closing.
The terms of the agreement on this remedy are set forth in a final judgment that has been filed
today in the United States District Court for the District of Columbia. Formal clearance of the
acquisition will also be granted today through early termination of the applicable waiting period
under the U.S. Hart-Scott-Rodino Act.
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We are pleased with the conclusion of the U.S. Department of Justices review and clearance of the
pending combination of Inco and Falconbridge and that we are now one step closer to completing the
acquisition, said Scott Hand, Chairman and CEO.
Inco and Falconbridge have continued their discussions with the Commission on the final terms of
this same remedy. Inco and Falconbridge currently expect that the Commission will issue their
decision on whether the acquisition will be cleared based upon this remedy by July 12, 2006 and
believe that the transaction will be cleared by the Commission on the basis of this remedy.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements regarding Incos offer to purchase all of the
common shares of Falconbridge Limited, including statements regarding the anticipated timing of
achievement of milestones in the regulatory clearance process. Actual results and developments may
differ materially from those contemplated by these statements depending on, among others, the risks
that Inco will not be able to obtain the required approvals or clearances from regulatory agencies
and bodies on a timely basis, or divestitures or other remedies required by regulatory agencies may
not be acceptable or may not be completed in a timely manner, and other risk factors listed from
time to time in Incos and Falconbridges reports filed with the U.S. Securities and Exchange
Commission. The forward-looking statements included in this release represent Incos views as of
the date of this release. While Inco anticipates that subsequent events and developments may cause
its views to change, it specifically disclaims any obligation to update these forward-looking
statements. These forward-looking statements should not be relied upon as representing its views
as of any date subsequent to the date of this release.
Important Legal Information
This presentation may be deemed to be solicitation material in respect of Incos proposed
combination with Falconbridge. Inco filed with the U.S. Securities and Exchange
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Commission (SEC), on October 24, 2005, a registration statement on Form F-8 (containing an offer
to purchase and a share exchange take-over bid circular) and has filed amendments thereto, and will
file further amendments thereto as required, in connection with the proposed combination. Inco has
also filed, and will file (if required), other documents with the SEC in connection with the
proposed combination. Falconbridge has filed a Schedule 14D-9F in connection with Incos offer and
has filed, and will file (if required), other documents regarding the proposed combination, in each
case with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE CANADIAN SECURITIES REGULATORS OR THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ INCOS SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 THAT INCO FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2006,
AND ANY AMENDMENTS INCO MAY FILE THERETO, AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain copies of the Directors Circular, the registration
statement, the Solicitation/Recommendation Statement and Incos and Falconbridges other public
filings made from time to time by Inco and Falconbridge with the Canadian Securities Regulators, at
www.sedar.com, and the SEC free of charge at the SECs web site, www.sec.gov. In addition,
documents filed with the Canadian and U.S. regulators by Inco may be obtained free of charge by
contacting Incos media or investor relations departments.
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June 23, 2006
IN 06/25
For further information:
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Media Relations:
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Steve Mitchell (416) 361-7950 |
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Investor Relations:
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Sandra Scott (416) 361-7758 |
or www.inco.com