Filed by Barrick Gold Corporation
This communication is filed pursuant to
Rule 425 under the Securities Act of 1933, as amended.
Subject Company: Placer Dome Inc.
Commission File Number: 333-130864
Date: January 20, 2006
PRESS RELEASE January 20, 2006
All figures in US dollars.
Barrick Acquires 81% of Placer Dome and Extends Offer to February 3, 2006
Barrick Gold Corporation is pleased to announce that as of midnight on January 19, 2006,
approximately 358 million common shares of Placer Dome Inc. had been validly deposited to Barricks
offer to acquire all of the outstanding shares of Placer Dome. Barrick has taken up and accepted
for
payment all of such shares, which represent approximately 81% of the common shares of Placer
Dome (78% on a fully diluted basis). Barrick will pay for such shares on or before January 23,
2006.
Barrick President and Chief Executive Officer Greg Wilkins said: We are pleased that Placer Dome
shareholders have accepted our offer, and we welcome them as Barrick shareholders. We look
forward to working with Placer Domes talented employees and, with them, commencing the process
of integrating these two great companies. The combined company will have the size, scale and
financial strength to capitalize on industry opportunities and deliver value from its assets,
people
and projects.
Barrick offered to acquire all of the outstanding common shares of Placer Dome on the basis of,
at the election of each holder, US$22.50 in cash or 0.8269 of a common share of Barrick plus
US$0.05 in cash per Placer Dome common share, subject in each case to pro ration. Placer Dome
shareholders who tendered to the Cash Alternative will receive US$22.50 in cash for each Placer
Dome common share tendered and those who tendered to the Share Alternative will receive US$2.33
in cash and 0.7430 of a Barrick common share for each Placer Dome common share tendered,
subject in each case to adjustment in respect of fractional shares. The aggregate cash
consideration
to be paid by Barrick will be approximately US$992 million and the aggregate number of
common shares to be issued by Barrick will be approximately 260 million, in respect of the shares
tendered to date.
Barrick has also extended its offer until 6:00 p.m. (Toronto time) on February 3, 2006, to allow
Placer Dome shareholders an additional opportunity to tender to the offer. For U.S. securities law
purposes, this extension constitutes a subsequent offering period. A notice of extension and
subsequent offering period will be mailed to Placer Dome shareholders in the coming days. If
Barrick
is successful in acquiring 90% of the shares of Placer Dome under the offer, it intends to acquire
all
remaining shares by compulsory acquisition.
Barricks vision is to be the worlds best gold company by finding, developing and producing
quality reserves in a profitable and socially responsible manner.
|
|
|
BARRICK GOLD CORPORATION
|
|
PRESS RELEASE |
- 2 -
About the Offer
Barricks take-over bid circular and related documents were filed with the securities regulatory
authorities in Canada and the United States
on November 10, 2005, a notice of variation and extension of the offer was filed with these same
regulatory authorities on January 5, 2006
and a notice of extension and subsequent offering period will be filed with these same regulatory
authorities. Placer Dome shareholders are
advised to read the take-over bid circular and the notice of variation and extension as they
contain important information including the
terms and conditions of the offer and the procedures for depositing shares. Additional information
about the offer or copies of the take-over
bid circular and the notice of variation and extension may be obtained from shareholders
investment advisers, from RBC Dominion
Securities Inc. or Merrill Lynch Canada Inc., who are acting as Barricks Canadian dealer managers,
RBC Capital Markets Corporation, or
Merrill Lynch, Pierce, Fenner & Smith Incorporated, who are acting as Barricks U.S. dealer
managers, or Kingsdale Shareholder Services
Inc. for Canada (Toll Free 1-866-877-2571) or MacKenzie Partners, Inc. for the United States and
other locations (Toll Free 1-800-322-2885)
who are acting as Barricks Information Agents.
On November 10, 2005, Barrick filed with the US Securities and Exchange Commission (the SEC) a
Registration Statement on Form
F-10 which includes Barricks offer and take-over bid circular. On January 5, 2006, Barrick filed
with the SEC a Registration Statement on
Form F-10 which includes Barricks offer and take-over bid circular and the notice of variation and
extension. Barrick will file with the SEC an
amendment to the Registration Statement on Form F-10 which will include the notice of extension and
subsequent offering period.
Investors and security holders are urged to read the disclosure documents filed by Barrick from
time to time with the SEC regarding the
proposed business combination transaction because they contain important information. The offer and
take-over bid circular and the notice
of variation and extension have been sent to shareholders of Placer Dome Inc. Investors may also
obtain a free copy of the offer and takeover
bid circular, the notice of variation and extension and other disclosure documents filed by Barrick
with the SEC at the SECs website at
www.sec.gov. The offer and take-over bid circular and the other disclosure documents may also be
obtained free of charge by directing a
request to Kingsdale Shareholder Services Inc. or Mackenzie Partners Inc. at the toll free numbers
set out above.
For further information:
|
|
|
INVESTOR CONTACT:
|
|
MEDIA CONTACT: |
James Mavor
|
|
Vincent Borg |
Vice President,
|
|
Vice President, |
Investor Relations
|
|
Corporate Communications |
Tel: (416) 307-7463
|
|
Tel: (416) 307-7477 |
Email: jmavor@barrick.com
|
|
Email: vborg@barrick.com |
|
|
|
BARRICK GOLD CORPORATION
|
|
PRESS RELEASE |