Gold Fields Sues to Stop Harmony Offer in the United States
November 05 2004 - 11:44AM
PR Newswire (US)
Gold Fields Sues to Stop Harmony Offer in the United States
JOHANNESBURG, November 5 /PRNewswire-FirstCall/ -- Gold Fields
Limited (JSE:GFIJSE:NYSE:JSE:GFI) today announced that it has filed
a complaint in the United States District Court for the Southern
District of New York against Harmony Gold Mining Limited
(JSE:HARJSE:NYSE:JSE:HMY) in connection with Harmony's coercive
two-step offer for the shares of Gold Fields. The complaint alleges
that Harmony has violated US securities laws and seeks to stop
Harmony's unsolicited and hostile offer. The complaint alleges that
Harmony's early settlement offer, pursuant to which Harmony is
seeking to acquire up to 34.9% of Gold Fields shares, is unlawful
because the registration statement and related tender offer
documents filed with the U.S. Securities and Exchange Commission
are misleading, inaccurate and omit material information about
Harmony and its coercive two-step offer structure. The Gold Fields
Board has initiated this law suit because it believes that Gold
Fields shareholders are being forced to make a crucial investment
decision without accurate and complete information about the offer
structure and Harmony's plans if it gains control of Gold Fields.
Gold Fields has asked the court to stop Harmony's offer until
Harmony provides shareholders with all material information about
its offer, and the Gold Fields shareholders have had adequate time
to absorb and consider this new information The Gold Fields Board
believes that Harmony's offer does not fully value Gold Fields and
recommends that Gold Fields shareholders reject Harmony's
unsolicited and hostile offer and not tender their Gold Fields
shares into the offer. In the United States, Gold Fields has filed
a Solicitation/ Recommendation Statement with the US Securities and
Exchange Commission (the "SEC") on Schedule 14D-9 and holders of
the Gold Fields Ordinary Shares and American Depositary Shares are
advised to read it as it contains important information. Copies of
the Schedule 14D-9 and other related documents filed by Gold Fields
are available free of charge on the SEC's website at
http://www.sec.gov/. Any documents filed by Harmony Gold Mining
Company Limited, including any registration statement on Form F-4
(including any prospectus contained therein) and related exchange
offer materials as well as its Tender Offer Statement on Schedule
TO, will also be available free of charge on the SEC's website. The
directors of Gold Fields accept responsibility for the information
contained in this document. To the best of their knowledge and
belief (having taken all reasonable care to ensure that such is the
case) the information contained in this document is in accordance
with the facts and does not omit anything likely to affect the
import of such information. Copies of this document are not being
made available, and must not be mailed, forwarded, transmitted or
otherwise distributed or sent in or into Australia, Canada, Japan,
the Republic of Ireland or any other jurisdiction in which it is
illegal to make the offer and persons receiving this document
(including custodians, nominees and trustees) must not distribute,
forward, mail, transmit or send it in or into or from Australia,
Canada, Japan, the Republic of Ireland or any such other
jurisdiction. http://www.goldfields.co.za/ DATASOURCE: Gold Fields
Limited CONTACT: South Africa: Willie Jacobsz, Tel +27-11-644-2460,
Fax +27-11-484-0639. North America: Cheryl A Martin, Tel
+1-303-796-8683, Fax +1-303-796-8293
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