Gold Fields: Harmony Bid Extension Creates More Doubt for Shareholders
January 28 2005 - 11:31AM
PR Newswire (US)
Gold Fields: Harmony Bid Extension Creates More Doubt for
Shareholders JOHANNESBURG, South Africa, January 28
/PRNewswire-FirstCall/ -- The Board of Directors of Gold Fields
Limited (GFI: JSE and NYSE) ("Gold Fields") notes that Harmony Gold
Mining Limited ("Harmony") has now waived the condition in its
offer whereby it required acceptances in excess of 50%. The Board
welcomes this clear acknowledgement by Harmony that there is no
prospect that they will acquire majority control of Gold Fields as
a result of their offer, which both significantly undervalues Gold
Fields and has resulted in massive value destruction for the
shareholders of both companies. The Board would also like to warn
the shareholders of both companies that there can be no certainty
for some time as to what shareholding, if any, Harmony will come to
hold in Gold Fields. To clarify the circumstance surrounding
Harmony's withdrawal of its 50% acceptance condition: 1. Harmony,
at the last moment, withdrew its application to the Securities
Regulation Panel to extend the 60 day period during which it was
entitled to retain such condition; 2. Harmony has only received an
insignificant additional 44,416 Gold Fields shares in its
subsequent offer; and 3. Having now waived the 50% condition,
Harmony is clearly indicating that it is prepared to settle for a
minority stake in Gold Fields rather than the complete takeover it
originally envisaged. Furthermore, Gold Fields would like to point
out to shareholders of both companies that the requisite regulatory
approvals, including that of the Competition Authorities, are
unlikely to be forthcoming soon. The Competition Commission has yet
to make its recommendation to the Competition Tribunal, which will
in due course hold hearings in regard to the application before it.
This application is being vigorously opposed not only by Gold
Fields, but also by a number of affected persons including local
community bodies, suppliers and trade unions. Should the
application be denied, the Competition Tribunal has the power to
order Harmony to divest itself of any shares it may have acquired
under its composite offer. Uncertainty for shareholders is further
compounded by the fact that: 1. Harmony has no rights in relation
to the shares it acquired under the Early Settlement Officer, and
as a result cannot do anything with the shares pending a ruling
from the Competition Tribunal. 2. Norilsk Nickel is not obliged to
tender the shares it holds in Gold Fields unless all regulatory
approvals, including Competition approval, are obtained by 20 May
2005; 3. all shareholders tendering their shares under the
subsequent offer are entitled to withdraw their acceptances at any
time up to the offer becoming wholly unconditional, which would
only be if and when the Competition Tribunal approves Harmony's
bid; and 4. Harmony could be required to divest its shares in Gold
Fields should the Competition Authorities reject their application
Gold Fields Chief Executive Ian Cockerill said, "Contrary to
Harmony's claims, at this point in time Harmony controls nothing of
Gold Fields. And in waiving the 50% requirement, Harmony has
finally acknowledged what the market has been saying for months:
Harmony is not going to succeed in its hostile and unsolicited
attempt to acquire Gold Fields on the cheap. We still await
Harmony's CPR. While we look forward confidently to our results
announcement on Monday, which we have indicated will show how well
our business is performing despite the strong rand environment, we
look forward to hearing how Harmony explains why over 50% of their
shafts are loss making at the current rand gold price and how they
intend to repair their balance sheet and stem the cash burn. We
call on Harmony to end the value destruction and abandon its failed
offer. " In the United States, Gold Fields Limited ("Gold Fields")
has filed a Solicitation/Recommendation Statement with the
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 this document available
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. This document contains
"forward-looking statements" with respect to Gold Fields' financial
condition, results of operations, business strategies, operating
efficiencies, competitive position, growth opportunities for
existing services, plans and objectives of management, markets for
stock and other matters. Statements in this document that are not
historical facts are "forward-looking statements". These
forward-looking statements, including, among others, those relating
to the future business prospects, revenues and income of Gold
Fields, wherever they may occur in this presentation, are
necessarily estimates reflecting the best judgment of the senior
management of Gold Fields and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. As a
consequence, these forward-looking statements should be considered
in light of various important factors, including those set forth
materials filed with or furnished to the SEC from time to time,
including Gold Fields' most recent Annual Report on Form 20-F.
Important factors that could cause actual results to differ
materially from estimates or projections contained in the
forward-looking statements include, without limitation: overall
economic and business conditions in South Africa, Ghana, Australia
and elsewhere; the ability to achieve anticipated efficiencies and
other cost savings in connection with past and future acquisitions;
the success of exploration and development activities; decreases in
the market price of gold; the occurrence of hazards associated with
underground and surface gold mining; the occurrence of labor
disruptions; availability, terms and deployment of capital; changes
in relevant government regulations, particularly environmental
regulations and potential new legislation affecting mining and
mineral rights; fluctuations in exchange rates, currency
devaluations and other macroeconomic monetary policies; and
political instability in South Africa, Ghana and regionally. Gold
Fields undertakes no obligation to update publicly or release any
revisions to these forward-looking statements to reflect events or
circumstances after the date of this document or to reflect the
occurrence of unanticipated events. Information included in this
document relating to Harmony and its business has been derived
solely from publicly available sources. While Gold Fields has
included information in this document regarding Harmony that is
known to Gold Fields based on publicly available information, Gold
Fields has not had access to non-public information regarding
Harmony and could not use such information for the purpose of
preparing this document. Although Gold Fields is not aware of
anything that would indicate that statements relating to Harmony
contained in this document are inaccurate or incomplete, Gold
Fields is not in a position to verify information concerning
Harmony. Gold Fields and its directors and officers are not aware
of any errors in such information. Subject to the foregoing and to
the maximum extent permitted by law, Gold Fields and its directors
and officers disclaim all liability for information concerning
Harmony included in this document. http://www.goldfields.co.za/
Directors: C M T Thompson* (Chairman), A J Wright (Deputy
Chairman), I D Cockerill (Chief Executive Officer),K Ansah#, G J
Gerwel, N J Holland (Chief Financial Officer), J M McMahon, G R
Parker, R L Pennant-Rea, P J Ryan, T M G Sexwale, B R van Rooyen, C
I von Christierson *Canadian, British, American, #Ghanaian.
Corporate Secretary: C Farrel DATASOURCE: Gold Fields Limited
CONTACT: Enquires: 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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