- CONDITIONAL ON ACQUISITION OF INCO-
VANCOUVER, Aug. 15 /CNW/ - Teck Cominco Limited (TSX - TCK.A; TCK.B; NYSE
- TCK) today announced that it has retained a syndicate of underwriters led by
BMO Capital Markets, Merrill Lynch Canada Inc., TD Securities Inc. and CIBC
World Markets Inc. to conduct overnight marketing for an offering of not less
than C$5.725 billion in Teck Cominco Class B subordinate voting shares.
Closing of the offering will be conditional on Teck Cominco acquiring not less
than 66 2/3% of the shares of Inco Limited (TSX, NYSE - N) (calculated on a
fully diluted basis), pursuant to an amended offer for Inco.
Upon successful marketing of the equity offering, Teck Cominco intends to
amend its cash and share offer to acquire all of the outstanding shares of
Inco to provide for consideration with an aggregate value of C$89.00 per Inco
share. Inco shareholders will be able to elect to receive either cash or Teck
Cominco Class B subordinate voting shares and C$0.05, in each case subject to
proration. At full proration, the amended offer for Inco is expected to
consist of not less than $71.20 per share, or 80% of total consideration, in
cash and not more than 20% in Teck Cominco Class B subordinate voting shares.
The actual proportions of cash and shares at full proration will depend on the
net proceeds of the equity offering. The amended offer will be Teck Cominco's
best and final offer for Inco, is expected to expire on or about August 30,
2006, and will not be further extended unless at least 66 2/3% of Inco shares,
(calculated on a fully diluted basis) are tendered on or prior to that date.
The results of the equity offering are expected to be announced on
Wednesday August 16.
Teck Cominco has filed a preliminary prospectus in Canada and a
registration statement in the United States under the Canadian-U.S.
multi-jurisdictional disclosure system in respect of the equity offering. A
registration statement relating to these securities has been filed with the
U.S. Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
This press release is not, and should not be construed as, an offer to
sell or a solicitation of an offer to buy securities in any jurisdiction.
About Teck Cominco
Teck Cominco is a diversified mining company, headquartered in Vancouver,
Canada. Shares are listed on the Toronto Stock Exchange under the symbols
TCK.A and TCK.B. and on the New York Stock Exchange under the symbol TCK. The
company is a world leader in the production of zinc and metallurgical coal and
is also a significant producer of copper, gold and specialty metals. Further
information can be found at www.teckcominco.com.
Important Notice
This press release may be deemed to be solicitation material in respect
of Teck Cominco's tender offer for the shares of Inco. On May 23, 2006, Teck
Cominco has filed the following documents with the Securities and Exchange
Commission ("SEC") in connection with its offer to purchase all of the
outstanding common shares of Inco: (1) a Registration Statement on Form F-10
(containing an offer to purchase and a share take-over bid circular) and (2) a
tender offer statement on Schedule T-O.
Investors and shareholders are urged to read the Registration Statement,
the Schedule T-O and any other relevant documents filed or that will be filed
with the SEC when they become available because they will contain important
information about the tender offer. These documents will be available without
charge on the SEC's web site at www.sec.gov and may be obtained without charge
from the SEC at telephone number 800-SEC-0330. Free copies of these documents
can also be obtained by directing a request to Teck Cominco, 600-200 Burrard
St. Vancouver, British Columbia Canada, V6C 3L9, attention Corporate
Secretary, by telephone to (604) 687-1117, or by email to:
info(at)teckcominco.com.
Forward-Looking Statements
This press release contains certain forward-looking statements within the
meaning of the United States Private Securities Litigation Reform Act of 1995
and forward-looking information as defined in the Securities Act (Ontario).
Forward-looking statements and information can be identified by the use of
words such as "plans", "expects" or "does not expect", "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variation of such words and phrases
or state that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Teck
Cominco or Inco to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. These forward-looking statements include estimates, forecasts, and
statements as to management's expectations concerning the company, including
after its proposed acquisition of Inco, with respect to, among other things,
the size and quality of the company's development projects, mineral reserves
and mineral resources, future trends, plans, strategies, objectives and
expectations, including with respect to future operations, products, services
and projects for the company, expected synergies and cost savings from the
proposed acquisition of Inco, including the timing thereof, and the financial
results, cash flows and operations of the company, including following the
company's proposed acquisition of Inco. These forward-looking statements
involve numerous assumptions, risks and uncertainties and actual results may
vary materially.
These statements are based on a number of assumptions, including, among
others, assumptions regarding general business and economic conditions,
interest rates, the supply and demand for, deliveries of, and the level and
volatility of prices of nickel, cobalt, platinum group metals, zinc, copper,
coal and gold and other primary metals and minerals as well as oil, natural
gas and petroleum products produced by Teck Cominco and Inco, the timing of
the receipt of regulatory and governmental approvals for Teck Cominco's and
Inco's development projects and other operations, the availability of
financing for Teck Cominco's and Inco's development projects on reasonable
terms, Teck Cominco's and Inco's respective costs of production and their
respective production and productivity levels, as well as those of their
competitors, power prices, market competition, the accuracy of Teck Cominco's
and Inco's reserve estimates (including, with respect to size, grade and
recoverability) and the geological, operational and price assumptions on which
these are based, future commodity prices, production of commodities by the
company, Inco and their respective competitors, the realization of synergies,
transaction costs, and the future financial performance of the company and
Inco. The foregoing list of assumptions is not exhaustive. Events or
circumstances could cause actual results to differ materially.
Factors that may cause actual results to vary include, but are not
limited to: the Teck Cominco Class B subordinate voting shares issued pursuant
to the proposed equity offering and in connection with the proposed
acquisition may have a market value lower than expected, the businesses of
Teck Cominco and Inco may not be integrated successfully or such integration
may be more difficult, time-consuming or costly than expected, the expected
combination benefits and synergies and cost savings from the Teck Cominco
/Inco transaction may not be fully realized or not realized within the
expected time frame, the possible delay in the completion of the steps
required to be taken for the eventual combination of the two companies,
business and economic conditions in the principal markets for the companies'
products, the supply, demand, and prices for metals to be produced, changes in
commodity and power prices, changes in interest and currency exchange rates,
inaccurate geological and metallurgical assumptions (including with respect to
the size, grade and recoverability of mineral reserves and resources),
unanticipated operational difficulties (including failure of plant, equipment
or processes to operate in accordance with specifications or expectations,
cost escalation, unavailability of materials and equipment, government action
or delays in the receipt of government approvals, industrial disturbances or
other job action, and unanticipated events related to health, safety and
environmental matters), political risk, social unrest, changes in general
economic conditions or conditions in the financial markets and other risk
factors related to the mining and metals industry as detailed from time to
time in Teck Cominco's and Inco's reports filed with the US Securities and
Exchange Commission ("SEC").
Certain of these risks are described in more detail in the annual
information form of the company and in its public filings with the SEC. The
company does not assume the obligation to revise or update these
forward-looking statements after the date of this document or to revise them
to reflect the occurrence of future unanticipated events, except as may be
required under applicable securities laws.
A copy of a written prospectus meeting the requirements of Section 10 of
the US Securities Act of 1933 can be obtained from:
BMO Capital Markets (Canada)
1 First Canadian Place
Toronto, Ontario
M5X 1H3
(416) 363-6996, Ext 224
BMO Capital Markets (US)
3 Times Square, 27th Floor
New York, New York, 10036
(212) 702-1969
Merrill Lynch Canada Inc.
181 Bay Street, Suite 400
Toronto, Ontario M5J 2V8
(416) 369-7666
Merrill Lynch & Co., Inc (US)
4 World Financial Center - FI 05
New York, New York, 10080
(212) 449-4600
TD Securities Inc (Canada)
222 Bay Street, Ernst & Young Tower
Toronto, Ontario
M5K 1A2;
(416) 982-2059
TD Securities (US)
31 West 52nd Street
New York, NY 10019
(212) 827-7879
CIBC World Markets Inc (Canada)
161 Bay Street, BCE Place
P. O. Box 500
Toronto, Ontario
M5J 2S8
416-594-7750
CIBC World Markets Corp. (U.S.)
300 Madison Avenue
New York, New York 10017
212-667-7163
