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C$82.50 - More cash, fewer shares
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VANCOUVER, July 31 /CNW/ - Teck Cominco Limited (TSX - TCK.A; TCK.B;
NYSE - TCK) today announced that it has revised its cash and share offer to
acquire all the outstanding shares of Inco Limited (TSX, NYSE - N). Under the
revised offer, Inco shareholders will receive, subject to proration, C$82.50
per Inco share in cash, or 1.1293 Teck Cominco Class B subordinate voting
shares plus C$0.05 per Inco share. The revised offer represents C$40.00 in
cash and 0.5821 of a Teck Cominco Class B subordinate voting share per Inco
share at full proration. The expiry time for the revised Teck Cominco offer is
Wednesday August 16, 2006 at midnight (Toronto time).
Don Lindsay, Teck Cominco's President and Chief Executive Officer, said:
"We believe that our revised offer will be very attractive to Inco
shareholders. It is also consistent with our stated policy that we will take a
disciplined approach to this transaction. The increased cash component
crystallizes substantial value for Inco shareholders who choose that option.
The lower number of Teck Cominco shares offered preserves more value for
shareholders who participate in the great potential of the combined company,
including existing Teck Cominco shareholders. Inco shareholders have a choice
between the certainty and value of our offer and the highly conditional offer
by Phelps Dodge which will not close until September, at the earliest, if at
all. We have all regulatory approvals we require to complete our offer on
August 16. Inco shareholders should tender their shares to our offer as soon
as possible."
Teck Cominco will pay up to a maximum of C$9.1 billion in cash and will
issue up to 132.3 million Teck Cominco Class B subordinate voting shares
pursuant to the revised offer. This represents an increase in the cash
component of the offer of C$2.7 billion or 43%, and a decrease of 10.7 million
shares or 7.5% in comparison to Teck Cominco's original offer. Teck Cominco
will fund the cash portion of the offer out of its C$3.6 billion of cash on
hand and a committed term loan facility.
All other terms of the Teck Cominco offer are unchanged. Teck Cominco's
offer was conditional on Inco's announced takeover bid for Falconbridge having
been withdrawn or terminated and on the Inco/Falconbridge support agreement
having been terminated in accordance with its terms. On July 28, 2006,
Falconbridge announced that the support agreement had been terminated as a
result of the July 27, 2006 expiry of the Inco offer, fulfilling this
condition of our offer.
Teck Cominco expects to mail a formal notice of variation to all Inco
shareholders on or before August 3, 2006.
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.
Investor and Analyst Conference Call and Webcast
The investment community is invited to participate in Teck Cominco's
conference call and webcast regarding the Revised Offer as follows:
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Monday July 31, 2006, at 8.30 a.m. (EDT)
Toll Free (North America): 1 (888) 458 1598
Local/International: 604-899-1159 Vancouver
403-232-6311 Calgary or International
780-424-5694 Edmonton
416-883-0139 Toronto
613-212-4230 Ottawa
514-395-2055 Montreal
Pass Code: 23236 followed by the number sign
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The live webcast can be accessed by visiting www.Q1234.com and
www.newswire.ca.
The conference call will be available for replay on Monday July 31, 2006,
by calling 1 (877) 653 0545 for Canadian callers and +1 (403) 232 0933 for
international/local callers. Passcode: 329512 followed by the number sign.
The archival webcast of the presentation will be available via the
Internet by visiting www.teckcominco.com and clicking on the event title under
"Webcasts".
Important Notice
This press release may be deemed to be solicitation material in respect
of Teck Cominco's proposed 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 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.
