Harmony Gold Responds to Gold Fields' Formal Defense to Unsolicited Bid
November 03 2004 - 12:40PM
PR Newswire (US)
Harmony Gold Responds to Gold Fields' Formal Defense to Unsolicited
Bid Harmony Contends: Let the shareholders decide JOHANNESBURG,
South Africa, Nov. 3 /PRNewswire-FirstCall/ -- Harmony Gold Mining
Company Limited (NYSE: "HMY"; JSE: "HAR") announced today,
following the presentation of Gold Fields Limited's
(NYSE:GFIJSE:GFI) formal defense, that it feels all the more
confident that its offers provide a significantly more attractive
value proposition to Gold Fields' shareholders: "There is nothing
new in this presentation to change our view that our offers provide
better value for Gold Fields' shareholders than a future under Gold
Fields' current management. The very nature of their defence
illustrates the fact that this is a management which is playing
catch-up with the issue of mine efficiency in South Africa," said
CE Bernard Swanepoel. Harmony has clearly demonstrated that Gold
Fields is proposing to deliver its cash, operating cash flow,
growth potential and management control of its international assets
to IAMGold Corporation, Inc. ("IAMGold") shareholders to the
detriment of its own shareholder base at a substantially discounted
price. Today's defence of its IAMGold transaction was particularly
feeble, being substantially that, Gold Fields is contractually
obliged to follow the transaction through to conclusion. In
contrast, the Harmony transaction comes with an up-front premium of
29%, based on the unaffected share prices(*), and will create a new
international gold major with a compelling equity story and
enhanced investor appeal. Responding to the comment made today by
Ian Cockerill regarding his open letter of yesterday, Bernard
Swanepoel said: "I am disappointed that Ian has chosen not to treat
my letter in the constructive manner in which it was intended.
However, I continue to have confidence that Gold Fields'
shareholders will benefit from the value proposition embedded in
our premium offer. As Ian mentioned at his presentation today "the
market is the final arbiter" and I am more than happy to let the
shareholders decide." He continued: "We will be providing a
detailed analysis and response in due course. We urge all Gold
Fields shareholders to vote against the IAMGold transaction and to
accept the Harmony offer." (*) a premium to the average of the
daily volume weighted average price of Gold Fields shares on the
JSE Securities Exchange SA for the 30 Business day ending 14
October 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. DATASOURCE: Harmony Gold Mining Company Limited
CONTACT: Harmony Gold, Ferdi Dippenaar, +27-11-684-0140, or
+27-82-807-3684, or Corne Bobbert, +27-11-684-0146, or
+27-83-380-6614; or South Africa - Beachhead Media & Investor
Relations, Jennifer Cohen, +27-11-214-2401, or +27-82-468-6469, or
, or Patrick Lawlor, +27-11-214-2410, or +27-82-459-6709, or ; or
United States - Financial Dynamics Business Communications, Hollis
Rafkin-Sax, +1-212-850-5789, or +1-917-509-0255, or , or Torie
Pennington, +1-212-850-5629, or +1-917-838-1369, or ; or United
Kingdom - Financial Dynamics Business Communications, Nic Bennett,
+44-207-269-7115, or +44-7979-536-619, or , or Charles Watenphul,
+44-207-269-7216, or +44-7866-438-013, or , or US Information Agent
- MacKenzie Partners, Inc, Daniel Burch, +1-212-929-5500, or , or
Steve Balet, +1-800-322-2885
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