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: 333-129643
Date:
December 22, 2005
PRESS
RELEASE - December 22, 2005
All
figures in US dollars.
Barrick
and Placer Dome Reach Agreement -
Offer
Valued at US$22.50 per Share
Barrick
Gold Corporation and Placer Dome Inc. announced today that they have reached
an
agreement on a friendly transaction under which Barrick will increase its
offer to acquire Placer Dome. The two companies have entered into a
definitive support agreement pursuant to which Barrick will extend the offer
to
12:00 midnight (Toronto time) on January 19, 2006, unless withdrawn or extended.
The revised offer values the transaction at approximately US$10.4 billion on
a
fully diluted basis.
Under
the
revised offer, Placer Dome’s shareholders will have the right to elect to
receive $22.50 in cash or 0.8269 of a Barrick common share plus $0.05 in cash
for each Placer Dome common share, subject to pro ration based on the maximum
amount of cash and Barrick common shares offered. The maximum amount of cash
to
be paid by Barrick will be approximately US$1.344 billion, and the maximum
number of Barrick common shares to be issued will be approximately 333 million,
taking into account the conversion of Placer Dome’s outstanding convertible debt
securities and the exercise of all outstanding share options. Assuming full
pro
ration of these amounts, this would result in US$2.91 in cash and 0.7216 of
a
Barrick common share for each Placer Dome common share subject to the offer.
Following
an extensive review of strategic alternatives, the Board of Directors of Placer
Dome has determined that the revised Barrick offer is fair to Placer Dome’s
shareholders and unanimously recommends that its shareholders accept the offer.
Placer Dome’s financial advisors, CIBC World Markets Inc., Goldman, Sachs &
Co., and Morgan Stanley & Co. Incorporated have also each provided opinions
to the Placer Dome Board of Directors that, as of December 22, 2005 and subject
to the assumptions and limitations on which the opinions are based, the
consideration to be received under the offer is fair, from a financial point
of
view, to Placer Dome’s shareholders.
Barrick
President and Chief Executive Officer Greg Wilkins said: “We are very excited
about the coming together of two great gold mining companies. We can now move
forward and deliver value - together - from our assets, people and projects.
As
a result of the friendly transaction, and with the support of Placer Dome’s
shareholders, we will be implementing an integration plan in order to capture
the substantial synergies as soon as possible and achieve value creation for
all
shareholders. Together, Barrick and Placer Dome employees have an unparalleled
opportunity to achieve the vision of becoming the best gold mining company
in
the world. ”
| BARRICK GOLD CORPORATION |
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Placer
Dome Chief Executive Officer Peter Tomsett said: “The agreement we are
announcing today provides Placer Dome shareholders an attractive premium for
their shares and an ongoing stake in a dynamic and growing company. The combined
company will possess world-class assets and growth opportunities with the scale,
financial capacity and expertise to capitalize on them. This combination has
the
potential to deliver significant value to our shareholders in the near term
and
over time.”
In
conjunction with the signing of the definitive support agreement, the price
payable to Barrick for the assets of Placer Dome to be acquired by Goldcorp
Inc.
will be increased on a pro rata basis, from approximately US$1.35 billion to
approximately US$1.485 billion. Goldcorp has confirmed to Barrick its agreement
to purchase those assets at that increased price.
The
amendment of the previously announced takeover bid is conditional upon, among
other things, the Board of Directors of Placer Dome having issued an amended
Directors’ Circular recommending that Placer Dome shareholders accept the offer.
The
mailing to Placer Dome shareholders of a notice of variation and extension
amending the offer together with an amended Placer Dome Directors’ Circular is
expected to occur on or before January 5, 2006. Completion of the offer will
be
subject to certain conditions including a sufficient number of shares being
tendered to the offer such that Barrick would own at least 66 2/3% of Placer
Dome’s shares on a fully-diluted basis, the receipt of any remaining required
regulatory approvals, the absence of a material adverse change with respect
to
Placer Dome and certain other conditions.
Under
the
terms of the support agreement, Placer Dome has the right to consider superior
proposals from other parties in certain circumstances, but Barrick has the
right
to match any offer made by another party. The support agreement also provides
for the payment of a fee to Barrick by Placer Dome of up to US$259.7 million
under certain circumstances if the offer is not completed. Barrick has also
agreed to appoint three of Placer Dome’s current directors to Barrick’s Board of
Directors.
Barrick’s
vision is to be the world’s best gold company by finding, developing and
producing quality reserves in a profitable and socially responsible
manner.
Conference
Call/ Webcast
Barrick
and Placer Dome will hold a conference call and webcast as follows:
Thursday,
December 22, 2005 at 11:00 am (EST)
| North America: | 800-708-7127 |
| International: | 415-904-7309 |
The
live
webcast can be accessed at www.barrick.com.
About
the Offer
Barrick's
offer was announced on October 31, 2005. Barrick's take-over bid circular and
related documents were filed with the securities regulatory authorities in
Canada and the United States on November 10, 2005. Placer Dome shareholders
are
advised to read the take-over bid circular as it contains 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 may be obtained from shareholders' investment advisers,
from RBC Dominion Securities Inc. or Merrill Lynch Canada Inc., who are acting
as Barrick’s Canadian dealer managers, RBC Capital Markets Corporation, or
Merrill Lynch, Pierce, Fenner & Smith Incorporated, who are acting as
Barrick's 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
Barrick’s 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 Barrick’s offer
and take-over bid circular. 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 have been sent to shareholders
of Placer Dome Inc. Investors may also obtain a free copy of the offer and
take-over bid circular and other disclosure documents filed by Barrick with
the
SEC at the SEC’s 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.
| BARRICK GOLD CORPORATION |
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Forward-Looking
Statements
Certain
information included in this press release, including any information as to
our
future financial or operating performance and other statements that express
management's expectations or estimates of future performance, constitute
"forward-looking statements." The words "expect", "will", “intend”, “estimate”
and similar expressions identify forward-looking statements. Forward-looking
statements are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by management, are inherently subject to
significant business, economic and competitive uncertainties and contingencies.
The Company cautions the reader that such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the
actual financial results, performance or achievements of Barrick to be
materially different from the Company's estimated future results, performance
or
achievements expressed or implied by those forward-looking statements and the
forward-looking statements are not guarantees of future performance. These
risks, uncertainties and other factors include, but are not limited to: changes
in the worldwide price of gold or certain other commodities (such as fuel and
electricity) and currencies; ability to successfully integrate acquired assets;
legislative, political or economic developments in the jurisdictions in which
the Company carries on business; operating or technical difficulties in
connection with mining or development activities; the speculative nature of
gold
exploration and development, including the risks of diminishing quantities
or
grades of reserves; and the risks involved in the exploration, development
and
mining business. These factors are discussed in greater detail in the Company’s
most recent Form 40-F/Annual Information Form on file with the US Securities
and
Exchange Commission and Canadian provincial securities regulatory
authorities.
The
Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.
For
further information:
|
INVESTOR CONTACT:
James Mavor
Vice President,
Investor Relations
Tel: (416) 307-7463
Email: jmavor@barrick.com
|
MEDIA CONTACT:
Vincent Borg
Vice President,
Corporate Communications
Tel: (416) 307-7477
Email: vborg@barrick.com
|
| BARRICK GOLD CORPORATION |
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