Institutional Shareholder Services Recommends in Favour of IAMGold Transaction and Advises Against Harmony's Offer
November 24 2004 - 7:55AM
PR Newswire (US)
Institutional Shareholder Services Recommends in Favour of IAMGold
Transaction and Advises Against Harmony's Offer JOHANNESBURG, South
Africa, November 24 /PRNewswire-FirstCall/ -- Gold Fields Limited
(GFI: JSE and NYSE) today announced that Institutional Shareholder
Services ("ISS") has released a comprehensive report recommending
that the company's shareholders vote in favor of the proposed
transaction with IAMGold Corporation (TSX:IMG; AMEX:IAG)
("IAMGOLD") at the Gold Fields' shareholder meeting on December 7,
2004. With regard to the Harmony Tender offer, ISS also advised
Gold Fields shareholders that: "based on the current offer level,
the offer structure, and concerns over disclosure, we do not
believe that the current offer is in the interest of GF
shareholders". Ian Cockerill, Chief Executive Officer of Gold
Fields, said: "We are pleased that ISS have recognised that the
creation of Gold Fields International will unlock substantial value
for shareholders. The Gold Fields Board is unwavering in its belief
in the benefits, strategic rationale and value of the proposed
transaction and urge shareholders to consider the advice of ISS."
"We also welcome ISS's advice to shareholders not to tender into
Harmony's coercive and value destroying bid for Gold Fields," he
added. ISS had a number of concerns regarding the Harmony tender
offer, including: - the "disruptive" nature of Harmony's two-stage
offer, which ISS states "is not in the best interests of Gold
Fields' shareholders"; - the offer consisting of Harmony's
"volatile" paper only: "the offer does not adequately reflect Gold
Fields' value"; - Harmony's lack of disclosure as to its
relationship with Norilsk: "a matter of concern to Gold Fields'
shareholders"; and - the "inconsistencies" in the reserve and
resource information provided by Harmony: "reserve statements are
highly market sensitive and restatements can have a large impact on
Harmony's share performance in the future". In addition, ISS also
stated that: - "The combination with IAMGold will allow Gold Fields
to maintain a majority stake in its international assets without
diluting its interest, thus creating a surge in value for Gold
Fields and IAMGold shareholders alike"; - "The transaction will
allow Gold Fields' international assets to gain access to IAMGold's
higher value rating"; and - "The positive market reaction to the
IAMGold transaction is evident in the 16% increase in the IAMGold
share price since the deal was announced and 70% of the value
released in the transaction will go directly to Gold Fields
shareholders". ISS is widely recognized as the leading independent
provider of proxy advisory services in the United States. Its
recommendations are relied upon by hundreds of major institutional
investment firms, mutual funds, and other fiduciaries throughout
the world. The Board and management of Gold Fields urges all
shareholders to follow ISS's clear advice and NOT tender into the
Harmony early settlement offer and to vote FOR the IAMGold
transaction. About Institutional Shareholder Services Institutional
Shareholder Services is the world's leading provider of proxy
voting and corporate governance services. Located in Rockville,
Maryland, ISS provides proxy research, voting recommendations and
governance advisory services to financial institutions and
corporations worldwide. Founded in 1985, ISS has satellite offices
in New York, Chicago, London, Toronto, Manila and Tokyo. In the
United States, Gold Fields Limited ("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 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. DATASOURCE: Gold Fields Limited CONTACT: South
Africa: Willie Jacobsz, tel +27-11-644-2460, fax +27-11-484-0639 or
North America: Cheryl A Martin, tel +1-303-796-8683, fax
+1-303-796-8293
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