Ruling by the Competition Tribunal on the Hostile bid for Gold Fields Limited by Harmony Gold Mining Company
May 10 2005 - 1:36PM
PR Newswire (US)
Ruling by the Competition Tribunal on the Hostile bid for Gold
Fields Limited by Harmony Gold Mining Company JOHANNESBURG, South
Africa, May 10 /PRNewswire-FirstCall/ -- Gold Fields Limited
(JSE:GFIJSE:NYSE:JSE:GFI) ("Gold Fields") today announced that it
notes the further limitations that the Competition Tribunal has
placed on the recommendations of the Competition Commission
regarding retrenchments at the merged entity in the event of the
successful implementation of Harmony's hostile bid. Previous
conditions imposed by the Competition Commission stated that
Harmony may retrench up to 1500 Gold Fields employees from the
level of shift boss and up. Today, the Tribunal tightened the
retrenchment conditions and the Tribunal ruled that the number of
employees Harmony may retrench at the merged entity as a result of
the merger has been reduced from 1500 to 1000. In addition, the
Tribunal also included "contract workers" in its definition of
employees. These conditions are effective from the date of the
Tribunal order, for a period of 24 months. Ian Cockerill, Chief
Executive Officer of Gold Fields commented, "These conditions will
make it impossible for Harmony to extract its exaggerated claims of
cost-savings from Gold Fields' operations. The market's valuation
of the spread between the respective share prices has already
spoken to the fundamental value differential between the two
companies. We urge Gold Fields' shareholders to continue to protect
value and reject Harmony." Gold Fields contends that Harmony, by
its own admission, during the course of argument to the Tribunal on
9 May 2005, stated that, "If the number of employees and
contractors who may be retrenched by Harmony was cut by a third to
1000, we would be considerably hampered." Cockerill, continued, "We
are disappointed that the Competition Tribunal did not stop this
bid in its entirety. The proposed merger will have significant
negative implications for our employees, suppliers and mine
communities. By approving this merger, the Tribunal has forced Gold
Fields' employees to bear the brunt of Harmony's bid. As an
independent entity, Gold Fields does not need to retrench any of
its employees. On these grounds and in the interests of job
preservation, Gold Fields intends to appeal the clearance the
Tribunal has issued today." In addition to today's ruling by the
Competition Tribunal, the Competition Appeal Court (CAC) dismissed
Harmony's application for leave to appeal against the judgement
granted by the CAC on the 26th November 2004, with costs. The CAC's
interdict of Harmony voting any of its shares in Gold Fields until
final determination by the competition authorities of the merger
application therefore stands and Harmony may not vote such shares
as it may have acquired in Gold Fields until the CAC has finally
determined Gold Fields' appeal. 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. 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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