Securities Regulation Panel Rules in Favor of Harmony Gold
November 08 2004 - 12:32PM
PR Newswire (US)
Securities Regulation Panel Rules in Favor of Harmony Gold South
African Regulatory Authority Dismisses Appeal by Gold Fields; Calls
to Question Independence of Gold Fields' Advisors JOHANNESBURG,
South Africa, Nov. 8 /PRNewswire-FirstCall/ -- Harmony Gold Mining
Company Limited (NYSE:HMY)(JSE:HAR) announced today that the
Securities Regulation Panel ("SRP") in South Africa ruled that
Harmony and JSC MMC Norilsk Nickel are not acting in concert in
relation to the early settlement offer of the Harmony bid,
dismissing the appeal by Gold Fields Limited (NYSE:GFI)(JSE:GFI).
Harmony Chief Executive Bernard Swanepoel said that the decision
came as no surprise: "Our offer had been reviewed by the relevant
regulatory bodies, including the SRP, and we also consulted with
the US Securities and Exchange Commission (SEC) before we made our
proposal to the Board and shareholders of Gold Fields. "We have to
seriously question the judgement of Gold Fields' Board," he
continued. "To date it has largely based its response to Harmony's
legitimate offers on highly obscure legal and regulatory actions
aimed purely at frustrating the offers. The Gold Field board has
neglected to allow its shareholders to consider our offer, as is
their obligation under the SRP code. We note that these actions
have been based on advice that has now been rejected by the SRP as
the SRP today ruled "Goldman Sachs and JPMorgan, the appointed
external advisors to Gold Fields in relation to the Harmony
transaction are not appropriate external advisors for the purposes
of the code." Harmony will tomorrow issue a report to Gold Fields
and Harmony shareholders illustrating the sustainable value
creation of its offers and correcting the inaccurate claims to the
contrary made by Gold Fields executives. "If you look beyond all of
the lawsuits and other delaying actions by Gold Fields management
in their effort to delay considering our offers, the simple fact is
that the combination of Harmony's renowned efficiencies with Gold
Fields' higher grade ore body would bring value to both our
shareholder bases," said Bernard Swanepoel. "We firmly believe that
this transaction is in the best interest of all stakeholders, and
we are committed to ensuring that they all have the opportunity to
review the facts of the merger and judge its merit for themselves.
What we have been hearing from both sets of shareholders confirms
this." Harmony's report outlines how the proposed Harmony/Gold
Fields combination would provide immediate and long-term
shareholder value through sustainable cost savings of R17 billion
(USD$2.8 billion). Harmony's experience with other acquired mines,
including two previously acquired from Gold Fields, suggests that
cost savings could well equate to a market value of R34.6 billion
(USD$5.7 billion). Harmony confirms that shareholders will vote on
the proposed merger on the 12th November 2004. The early settlement
offer for 34.9% of Goldfields entire issued share capital will
close on 26th November 2004. In connection with the proposed
acquisition of Gold Fields, Harmony has filed a registration
statement on Form F-4, which includes a preliminary prospectus and
related exchange offer materials, to register the Harmony ordinary
shares (including Harmony ordinary shares represented by Harmony
American Depositary Shares (ADSs)) to be issued in exchange for
Gold Fields ordinary shares held by Gold Fields shareholders
located in the US and for Gold Fields ADSs held by Gold Fields
shareholders wherever located, as well as a Statement on Schedule
TO. Investors and holders of Gold Fields securities are strongly
advised to read the registration statement and the preliminary
prospectus, the related exchange offer materials and the final
prospectus (when available), the Statement on Schedule TO and any
other relevant documents filed with the Securities and Exchange
Commission (SEC), as well as any amendments and supplements to
those documents, because they will contain important information.
Investors and holders of Gold Fields securities may obtain free
copies of the registration statement, the preliminary and final
prospectus (when available), related exchange offer materials and
the Statement on Schedule TO, as well as other relevant documents
filed or to be filed with the SEC, at the SEC's web site at
http://www.sec.gov/. The preliminary prospectus and other
transaction-related documents may be obtained for free from
MacKenzie Partners, Inc., the information agent for the U.S. offer,
at the following address: 105 Madison Avenue, New York, New York
10016; telephone 1 (212) 929 5500 (call collect) or 1 (800) 322
2885 (toll-free call); e-mail . Investors and security holders may
obtain a free copy of the Form 20-F filed with the SEC on October
5, 2004, as amended, and any other documents filed with or
furnished to the SEC by Harmony at http://www.sec.gov/. This
communication is for information purposes only. It shall not
constitute an offer to purchase or exchange or the solicitation of
an offer to sell or exchange any securities of Gold Fields or an
offer to sell or exchange or the solicitation of an offer to buy or
exchange any securities of Harmony, nor shall there be any sale or
exchange of securities in any jurisdiction in which such offer,
solicitation or sale or exchange would be unlawful prior to the
registration or qualification under the laws of such jurisdiction.
The distribution of this communication may, in some countries, be
restricted by law or regulation. Accordingly, persons who come into
possession of this document should inform themselves of and observe
these restrictions. The solicitation of offers to buy Gold Fields
ordinary shares (including Gold Fields ordinary shares represented
by Gold Fields ADSs) in the United States will only be made
pursuant to a prospectus and related offer materials that Harmony
expects to send to holders of Gold Fields securities. The Harmony
ordinary shares (including Harmony ordinary shares represented by
Harmony ADSs) may not be sold, nor may offers to buy be accepted,
in the United States prior to the time the registration statement
becomes effective. No offering of securities shall be made in the
United States except by means of a prospectus meeting the
requirements of Section 10 of the United States Securities Act of
1933, as amended. Forward-looking Statements Statements in this
announcement include "forward-looking statements" that express or
imply expectations of future events or results. Forward-looking
statements are statements that are not historical facts. These
statements include financial projections and estimates and their
underlying assumptions, statements regarding plans, objectives and
expectations with respect to future operations, products and
services, and statements regarding future performance.
Forward-looking statements are generally identified by the words
"expect," "anticipates," "believes," "intends," "estimates" and
similar expressions. All forward-looking statements involve a
number of risks, uncertainties and other factors, and Harmony
cannot give assurances that such statements will prove to be
correct. Risks, uncertainties and other factors that could cause
actual events or results to differ from those expressed or implied
by the forward-looking statements include, without limitation, the
satisfaction of closing conditions, the acceptance or rejection of
any agreement by regulators, delays in the regulatory processes,
changes in the economic or political situation in South Africa, the
European Union, the United States of America and/or any other
relevant jurisdiction, changes in the gold industry within any such
country or area or worldwide and the performance of (and cost
savings realised by) Harmony. Although Harmony's management
believes that the expectations reflected in such forward-looking
statements are reasonable, investors and holders of Gold Fields
securities are cautioned that forward-looking information and
statements are subject to various risks and uncertainties, many of
which are difficult to predict and generally beyond the control of
Harmony, that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and
uncertainties include those discussed or identified in the public
filings with the SEC made by Harmony and Gold Fields, including
those listed under "Cautionary Statement Concerning Forward-Looking
Statements" and "Risk Factors" in the preliminary prospectus
included in the registration statement on Form F-4 that Harmony
filed with the SEC. Harmony does not undertake any obligation to
update any forward-looking information or statements. You may
obtain a free copy of the registration statement and preliminary
and final prospectus (when available) and other public documents
filed with the SEC in the manner described above. The directors of
Harmony accept responsibility for the information contained in this
press release. To the best of the knowledge and belief of the
directors of Harmony (who have taken all reasonable care to ensure
that such is the case), the information contained in this press
release is in accordance with the facts and does not omit anything
likely to affect the import of such information. DATASOURCE:
Harmony Gold Mining Company Limited CONTACT: Harmony Gold: Ferdi
Dippenaar, +27-11-684-0140 (direct), +27-82-807-3684 (mobile), or
Corne Bobbert, +27-11-684-0146 (direct), +27-83-380-6614 (mobile);
or South Africa - Beachhead Media & Investor Relations:
Jennifer Cohen, +27-11-214-2401 (direct), +27-82-468-6469 (mobile),
, or Patrick Lawlor, +27-11-214-2410 (direct), +27-82-459-6709
(mobile), ; or United States - Financial Dynamics Business
Communications: Hollis Rafkin-Sax, +1-212-850-5789 (direct),
+1-917-509-0255 (mobile), , or Torie Pennington, +1-212-850-5629
(direct), +1-917-838-1369 (mobile), ; or United Kingdom - Financial
Dynamics Business Communications: Nic Bennett, +44-207-269-7115
(direct), +44-7979-536-619 (mobile), , or Charles Watenphul,
+44-207-269-7216 (direct), +44-7866-438-013 (mobile), ; or US
Information Agent - MacKenzie Partners, Inc.: Daniel Burch,
+1-212-929-5500, , or Steve Balet, 1-800-322-2885 Web site:
http://www.harmony.co.za/
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