NEWS RELEASE
XSTRATA
ELECTS NOT TO EXERCISE RIGHT TO MATCH NORILSK’S
OFFER FOR LIONORE AND EXTENDS XSTRATA OFFER to 15 JUNE
Toronto and Zug, 1 June 2007
Xstrata plc (LSE:XTA.L) (ZSE:XTA.S) ("Xstrata")
announces that it has today notified the Board of LionOre Mining International
Ltd. ("LionOre") that it is not matching the offer made by OJSC MMC
Norilsk Nickel ("Norilsk") by increasing the consideration payable
under Xstrata's offer (the "Offer") to acquire all of the issued and
outstanding LionOre shares.
On 24 May 2007, LionOre’s Board declared that Norilsk’s offer was
a superior proposal under the terms of the support agreement entered into
between Xstrata and LionOre on 25 March 2007, as amended. Under this support
agreement, Xstrata had the right to match Norilsk’s
offer on or prior to Friday 1 June 2007. LionOre notified Xstrata on 24
May 2007 that, should Xstrata elect not to exercise its right to match, LionOre
will terminate the support agreement pursuant to a provision of the support
agreement that requires LionOre to pay to Xstrata a termination payment of
C$305 million either prior to or concurrently with the termination.
Xstrata also announces the extension of
the expiry time for Xstrata's Offer of C$25.00 per LionOre share from Thursday
7 June 2007 to midnight (Vancouver
time) on Friday 15 June 2007. All other terms and conditions of Xstrata's Offer
described in Xstrata's offer and offering circular dated 5 April 2007, as
varied, amended and supplemented by Xstrata's notice of variation dated 15 May
2007 and notice of extension dated 28 May 2007, remain unchanged.
Xstrata
expects to mail a formal notice of extension to all LionOre shareholders on or
about 5 June 2007.
LionOre
shareholders with questions or requests for copies of documents relating to
Xstrata's Offer should contact Kingsdale Shareholder Services Inc. at
1-866-879-7650. Banks and brokers should call at +1-416-867-2272.
Ends
Xstrata contacts |
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Ian Hamilton |
|
Claire Divver |
Telephone |
+ 1 416 982 7161 |
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Telephone |
+44 20 7968 2871 |
Mobile |
+ 1 416 902 0986 |
|
Mobile |
+44 7785 964 340 |
Email |
ihamilton@Xstratanickel.ca |
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Email |
cdivver@Xstrata.com |
About Xstrata
Xstrata is a global
diversified mining group, listed on the London
and Swiss Stock Exchanges, with its headquarters in Zug, Switzerland.
Xstrata’s businesses maintain a meaningful position in seven major
international commodity markets: copper, coking coal, thermal coal,
ferrochrome, nickel, vanadium and zinc, with recycling facilities, additional
exposures to gold, cobalt, lead and silver and a suite of global technology
products, many of which are industry leaders. Xstrata Group's operations
and projects span 18 countries: Argentina,
Australia, Brazil, Canada,
Chile, Colombia, the Dominican
Republic, Germany,
New Caledonia, Norway,
Papua New Guinea, Peru, the Philippines,
South Africa, Spain, Tanzania,
the USA and the UK.
Xstrata employs approximately 43,000 people, including contractors.
Xstrata
Nickel, headquartered in Toronto, Canada, is one of Xstrata Group’s global
commodity businesses, comprising five mines and processing facilities in Ontario and Quebec, Canada; a ferronickel mine and processing
facility in Bonao, Dominican
Republic; and a refinery in Kristiansand, Norway.
Xstrata Nickel has a significant portfolio of growth projects, including Nickel
Rim South in Canada, Kabanga
in Tanzania, and Koniambo in
New Caledonia.
Xstrata Nickel is the world’s fourth largest nickel producer, with annual
managed production of more than 110,000 tonnes of refined nickel.
Legal Notice
The Offer
is being made by Xstrata Canada Acquisition Corp. (the “Offeror”),
a wholly-owned indirect subsidiary of Xstrata.
This
announcement is for informational
purposes only and does not constitute or form part of any offer or invitation
to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or
issue, or any solicitation of any offer to sell, otherwise dispose of, issue,
purchase, otherwise acquire or subscribe for, any security. The Offer (as the
same may be varied or extended in accordance with applicable law) is being made
exclusively by means of, and subject to the terms and conditions set out in,
the offer and offering circular dated 5 April 2007, as varied, amended and
supplemented by the notice of variation dated 15 May 2007 and the notice of
extension dated 28 May 2007, each delivered to LionOre and filed with Canadian
provincial securities regulators and mailed to LionOre shareholders by Xstrata
and the Offeror, and as further amended by the notice of extension that Xstrata
and the Offeror will deliver to LionOre, file with Canadian provincial
securities regulators and mail to LionOre shareholders. LionOre shareholders
should read these materials carefully because they contain important information, including the terms and conditions of
the Offer.
The
release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or
distributed should inform themselves
about and observe such restrictions.
No
statement in this announcement is intended as a profit forecast and no
statement in this announcement should be interpreted to mean that earnings per
Xstrata ordinary share for the current or future financial years would
necessarily match or exceed the historical published earnings per Xstrata
ordinary share.
For
the purposes of and in accordance with the UK Listing Rules of the Financial
Services Authority, Xstrata confirms that, except as disclosed in this
announcement and/or as disclosed since 26 March 2007 by Xstrata via a
Regulatory Information Service approved by the UK Financial Services Authority
there has been no significant change affecting any matter contained in the
announcement issued by Xstrata on 26 March 2007 in connection with the Offer
(the “26 March 2007 Announcement”) and no other significant new
matter has arisen which would have been required to be mentioned in the 26
March 2007 Announcement if it had arisen at the time of preparation of the 26
March 2007 Announcement.
Forward-Looking Statements
This
announcement contains statements which are, or may be deemed to be,
"forward looking statements" which are prospective in nature.
Forward-looking statements are not based on historical facts, but rather on
current expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected",
"is subject to", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or results
"may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved.
Such statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations.
Such
forward looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
of Xstrata to be materially different from any future results, performance or
achievements expressed or implied by the forward looking statements. Important
factors that could cause actual results, performance or achievements of Xstrata
to differ materially from the expectations of Xstrata include, among other
things, general business and economic conditions globally, commodity price
volatility, industry trends, competition, changes in government and other
regulation, including in relation to the environment, health and safety and
taxation, labor relations and work stoppages, changes in political and economic
stability, the failure to meet certain conditions of the Offer and/or the
failure to obtain the required approvals or clearances from regulatory and
other agencies and bodies on a timely basis or at all, the inability to
successfully integrate LionOre' operations and programs with those of Xstrata,
incurring and/or experiencing unanticipated costs and/or delays or difficulties
relating to integration of LionOre, disruptions in business operations due to
reorganization activities and interest rate and currency fluctuations. Such
forward-looking statements should therefore be construed in light of such
factors.
Neither
Xstrata nor the Offeror, nor any of their associates or respective directors,
officers or advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. You
are cautioned not to place undue reliance on these forward-looking statements.
Other than
in accordance with its legal or regulatory obligations (including under the UK
Listing Rules and the Disclosure and Transparency Rules of the Financial
Services Authority), Xstrata is not under any obligation and Xstrata expressly
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information,
future events or otherwise.