Gold Fields Limited - IAMGold Corporation - Creation of Gold Fields International - Modified terms announced
November 30 2004 - 9:24AM
PR Newswire (US)
Gold Fields Limited - IAMGold Corporation - Creation of Gold Fields
International - Modified terms announced TORONTO,
Canada/JOHANNESBURG, South Africa, Nov. 30 /PRNewswire- FirstCall/
-- Gold Fields Limited (JSE:GFINYSE:GFI) ("Gold Fields") and
IAMGOLD Corporation (TSX:IMG; AMEX:IAG) ("IAMGold") today announced
that they have modified the terms on which the assets of Gold
Fields' subsidiaries outside of the Southern African Development
Community (the "SADC") will be combined with IAMGold (the
"Transaction"). The Transaction is structured as a reverse takeover
of IAMGold by Gold Fields. The parties have agreed that the cash
contribution from Gold Fields' subsidiaries to Gold Fields
International will be reduced by US$200m. The other terms of the
Transaction remain unchanged, including: - Gold Fields will own 70
percent of the share capital of the enlarged company, to be renamed
Gold Fields International. - Gold Fields will have the right to
nominate seven out of the ten board positions. - IAMGold will have
the right to nominate three out of the ten board positions. -
Eligible IAMGold shareholders (other than Gold Fields) will receive
a special cash dividend of C$0.50 per IAMGold share. This
modification follows extensive canvassing of shareholder opinion by
both companies that confirms continuing strong support for Gold
Fields' international growth strategy underpinning the reverse
takeover of IAMGold. However, following the announcement of the
relaxation of South African exchange controls, the launch of
Harmony's hostile offer and Norilsk Nickel's stated intention to
vote against the Transaction, questions were raised as to whether
the original terms of the Transaction, which were warmly received
at the time of their original announcement, were still appropriate
in the light of changed circumstances. The proposed changes to
South African exchange controls will facilitate the growth strategy
being pursued through the creation of Gold Fields International.
However, while the changes and the advantages their removal brings
are helpful, the strategic rationale for the transaction remains
sound: only a North American listed vehicle with direct access to
international equity and debt markets will be able to compete more
effectively on a global stage and deliver the aggressive growth
that Gold Fields plans. Ian Cockerill, Chief Executive Officer of
Gold Fields, stated, "We firmly believe that the creation of Gold
Fields International through the reverse takeover of IAMGold
represents an excellent opportunity to accelerate our international
growth strategy. Limited discussions with South African
institutional shareholders holding approximately 18% of the
outstanding shares of Gold Fields, indicate a 78% support level for
the Transaction with the modified terms. We urge all shareholders
to vote in favour of the Transaction at the meeting on 7th
December." Joe Conway, President and Chief Executive Officer of
IAMGold, commented, "Over US $300 million dollars in value has been
lost by IAMGold shareholders since the announcement of Harmony's
hostile takeover offer. By Gold Fields contributing less cash it
has satisfied many of it's South African shareholders' concerns
without affecting Gold Fields International's prospects as a strong
international gold producer with financial strength and organic
growth." As before, IAMGold will issue to Gold Fields or its
subsidiaries, subject to adjustment based on the total net cash
contributed by Gold Fields to its offshore subsidiaries,
351,690,218 fully paid common shares in consideration for Gold
Fields' subsidiaries non-SADC assets. The Transaction will result
in Gold Fields owning approximately 70 percent of the fully diluted
equity of the enlarged company. The Transaction remains subject to
approval by both IAMGold and Gold Fields shareholders and
satisfaction of certain other conditions precedent. The Gold Fields
shareholder meeting is scheduled for 7 December and the vote in
respect of the modified Transaction must occur on such date. The
IAMGold shareholder meeting, originally scheduled for 7 December,
will be adjourned to a date not later than 17 December and a
supplement to IAMGold's management information circular for the
meeting will be mailed to IAMGold shareholders shortly. For further
details, please see the Terms Announcement that has been issued by
Gold Fields via SENS and is available on Gold Fields web site:
http://www.goldfields.co.za/. A conference call with Joseph Conway,
President and CEO, to discuss the modified terms and respond to
questions will take place at 10:30am. Local call-in number:
416-640-4127 and N.A. toll-free: 1-800-814-4859. Cautionary
Statements Safe Harbor Statement under the United States Private
Securities Litigation Reform Act of 1995: Certain statements in
this document constitute "forward looking statements" within the
meaning of Section 27A of the US Securities Act of 1933 and Section
21E of the US Securities Exchange Act of 1934. Such forward-looking
statements, including but not limited to those with respect to the
price of gold, the timing and amount of estimated future
production, costs of production, estimated operating results,
reserve determination and reserve conversion rates, involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievement of IAMGOLD or Gold
Fields to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other
factors include, among others, risks related to the integration of
acquisitions, increased production costs, risks related to
international operations, risks related to joint venture
operations, the actual results of current exploration activities,
actual results of current reclamation activities, conclusions of
economic evaluations, changes in project parameters as plans
continue to be refined, future prices of gold, currency
devaluations, labour disruptions; changes in government
regulations, particularly environmental regulations, changes in
exchange rates, inflation and other macro-economic factors, as well
as those factors discussed in the section entitled "Risk Factors"
in the Form 40-F for IAMGOLD and the Form 20-F for Gold Fields as
on file with the U.S. Securities and Exchange Commission in
Washington, D.C. Although IAMGOLD and Gold Fields have attempted to
identify important factors that could cause actual results to
differ materially, there may be other factors that cause results
not to be as anticipated, estimated or intended. There can be no
assurance that such statements will prove to be accurate as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. These
forward-looking statements speak only as of the date of this
document. Investors are advised that National Policy 43-101 of the
Canadian Securities Administrators requires that each category of
mineral reserves and mineral resources be reported separately.
Investors and securities holders should refer to the annual
information form of IAMGOLD for the year ended December 31, 2003,
and material change reports filed by IAMGOLD since January 1, 2003
available at http://www.sedar.com/, for this detailed information
with respect to IAMGOLD, which is subject to the qualifications and
notes set forth therein. United States investors are advised that
while the terms "measured" and "indicated" resources are recognized
and required by Canadian regulations, the SEC does not recognize
them. Investors are cautioned not to assume that all or any part of
mineral deposits in these categories will ever be converted into
reserves. DATASOURCE: IAMGOLD CONTACT: Enquiries - Gold Fields:
Willie Jacobsz, +27 82 493 1377; Cheryl Martin, (303) 796-8683;
IAMGOLD: Tom Atkins, (416) 360-4710, toll-free +1 888 IMG 9999;
Larry Phillips, (416) 360-4719, toll-free: +1-888 IMG 9999
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