Phelps Dodge Announces Early Termination of Hart-Scott-Rodino Waiting Period for Inco Acquisition
12 July 2006 - 11:38PM
PR Newswire (US)
PHOENIX, July 12 /PRNewswire-FirstCall/ -- Phelps Dodge Corp.
(NYSE:PD) announced today it received notification that the U.S.
Department of Justice and the U.S. Federal Trade Commission have
granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to
Phelps Dodge's proposed acquisition of Inco Ltd. (TSX, NYSE: N). As
announced on June 26, Phelps Dodge and Inco agreed to combine in a
transaction under which Phelps Dodge will acquire all of the
outstanding shares of Inco for a combination of cash and shares of
Phelps Dodge. Inco shareholders would receive 0.672 shares of
Phelps Dodge common stock plus C$17.50 per share in cash for each
Inco share. Simultaneous with its entry into the agreement with
Phelps Dodge, Inco entered into an agreement with Falconbridge
(TSX, NYSE: FAL) to increase its recommended offer for
Falconbridge. Under the terms of its enhanced offer, Inco increased
the cash component of the offer from C$12.50 to C$17.50 and the
exchange ratio from 0.524 shares of Inco to 0.55676 shares of Inco
for each Falconbridge share. Phelps Dodge is one of the world's
leading producers of copper and molybdenum and is the largest
producer of molybdenum-based chemicals and continuous-cast copper
rod. The company employs 13,500 people worldwide. Cautionary
Language Concerning Forward-Looking Statements These materials
include "forward-looking statements" (as defined in Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934) including statements regarding, among other
things, the benefits of the combination with Inco and the combined
company's plans, objectives, expectations and intentions. All
statements other than historical information are forward-looking
statements. These forward-looking statements are based on
management's current beliefs and expectations, speak only as of the
date made, and are subject to a number of significant risks and
uncertainties that cannot be predicted or quantified and are beyond
our control. Future developments and actual results could differ
materially from those set forth in, contemplated by, or underlying
the forward-looking statements. The following factors, among
others, could cause actual results to differ from those described
in the forward-looking statements in this document: (i) the ability
to obtain governmental approvals of the combination on the proposed
terms and schedule; (ii) the failure of Inco's shareholders to
approve the plan of arrangement; (iii) the failure of Phelps
Dodge's shareholders to authorize the issuance of Phelps Dodge
common shares, the change of Phelps Dodge's name to Phelps Dodge
Inco Corporation and an increase in the size of Phelps Dodge's
board of directors as required under the combination agreement;
(iv) the risks that the businesses of Phelps Dodge and Inco and/or
Falconbridge will not be integrated successfully; (v) the risks
that the cost savings, growth prospects and any other synergies
from the combination may not be fully realized or may take longer
to realize than expected; (vi) the combined company's inability to
refinance indebtedness incurred in connection with the combination
on favorable terms or at all; (vii) the possibility that Phelps
Dodge will combine with Inco only; (viii) the possible impairment
of goodwill resulting from the combination and the resulting impact
on the combined company's assets and earnings; and (ix) additional
factors that may affect future results of the combined company set
forth in Phelps Dodge's, Inco's and Falconbridge's filings with the
Securities and Exchange Commission, which filings are available at
the SEC's Web Site at (http://www.sec.gov/). Except as required by
law, we are under no obligation, and expressly disclaim any
obligation, to update, alter or otherwise revise any
forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information,
future events or otherwise. NOTE: In connection with the proposed
combination, Phelps Dodge has filed a preliminary proxy statement
on Schedule 14A with the SEC. Investors are urged to read the
definitive proxy statement (including all amendments and
supplements to it) when it is filed because it contains important
information. Investors may obtain free copies of the definitive
proxy statement, as well as other filings containing information
about Phelps Dodge, Inco and Falconbridge, without charge, at the
SEC's Web site (http://www.sec.gov/). Copies of Phelps Dodge's
filings may also be obtained without charge from Phelps Dodge at
Phelps Dodge's Web site (http://www.phelpsdodge.com/) or by
directing a request to Phelps Dodge, One North Central Avenue,
Phoenix, Arizona 85004- 4414, and Attention: Assistant General
Counsel and Secretary (602) 366-8100. Media: Peter J. Faur (602)
366-7993 Investors: Stanton K. Rideout (602) 366-8589 DATASOURCE:
Phelps Dodge Corp. CONTACT: Media, Peter J. Faur, +1-602-366-7993,
or Investors, Stanton K. Rideout, +1-602-366-8589 Web site:
http://www.phelpsdodge.com/
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