Tribunal Rules in Harmony's Favor
18 May 2005 - 6:43AM
PR Newswire (US)
Tribunal Rules in Harmony's Favor JOHANNESBURG, South Africa, May
17 /PRNewswire-FirstCall/ -- As previously announced, the South
African Competition Tribunal ruled in favor of Harmony Gold Mining
Company Limited's (NYSE: HMY; JSE: "HAR") offer for Gold Fields on
May 10, 2005. All conditions to Harmony's offer set forth in the
prospectus and offer to exchange dated February 25, 2005
("Prospectus") have therefore now been satisfied and the offer for
Gold Fields is therefore now unconditional in all respects.
Harmony's offer will remain open until 6.00 a.m., New York City
time, on Friday, May 20, 2005. Harmony will accept and commence
settling Gold Fields securities tendered into the U.S. offer, and
not withdrawn, at 6.00 a.m., New York City time, on Friday, May 20,
2005. Until such time, shareholders are advised that they continue
to have the right to withdraw any Gold Fields securities tendered
and should complete appropriate withdrawal procedures as soon as
practicable if they have tendered Gold Fields securities, but no
longer wish to accept Harmony's offer. Shareholders should note
that there will not be a subsequent offering period upon expiration
of the offer on May 20, 2005; accordingly, shareholders who wish to
tender their Gold Fields American Depositary Receipts ("ADRs"),
whose ADRs are not immediately available or are unable to tender
securities before such time, should comply with the guaranteed
delivery procedures set forth in the Prospectus within the time
allotted. Shareholders are urged to read carefully the prospectus
supplement containing Harmony's unaudited interim financial
statements for the eight- month period ended February 28, 2005 and
submitted to the U.S. Securities and Exchange Commission ("SEC") on
May 13, 2005 as the prospectus supplement contains important
information. A copy of the prospectus supplement, also filed
pursuant to Rule 424(b), is available on the SEC's website at
http://www.sec.gov/. Shareholders may also request a copy of the
prospectus supplement from MacKenzie Partners, Inc. on (800)
322-2885. Unless the context otherwise requires, the definitions
contained in the offer document or the registration statement sent
to Gold Fields shareholders have the same meaning in this
announcement. The directors of Harmony accept responsibility for
the information contained in this announcement. To the best of the
knowledge and belief of the directors of Harmony (who have taken
all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import of
such information. In connection with the proposed acquisition of
Gold Fields, Harmony has filed a registration statement (File no:
333-120975) on Form F-4 (which was declared effective by the
Securities and Exchange Commission ("SEC") on February 28, 2005)
and filed a final prospectus, dated February 25, 2005, with the SEC
pursuant to Rule 424(b)(3) of the Securities Act of 1933, 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 United States 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, the related exchange offer materials and the final
prospectus, the Statement on Schedule TO and any other relevant
documents filed with the SEC, as well as any amendments and
supplements to those documents, because they contain important
information. Investors and holders of Gold Fields securities may
obtain free copies of the registration statement, related exchange
offer materials, the final prospectus 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/. Investors
and holders of Gold Fields securities will receive information at
an appropriate time on how to obtain transaction-related documents
for free from Harmony or its duly designated agent. The final
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 . 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 communication 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
has sent 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: Ferdi
Dippenaar, +27-11-684-0140, or +27-82-807-3684, or Brenton
Saunders, +27-11-684-0140, or Vusi Magadana, +27-11-684-0140, all
of Harmony Gold; or South Africa - 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 , both of Beachhead Media & Investor
Relations; or United States - 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 , both of Financial Dynamics Business
Communications; or United Kingdom - 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 , both of Financial Dynamics Business
Communications; or US Information Agent - Daniel Burch, +1-212 929
5500, or , or Steve Balet, +1-800-322-2885, both of MacKenzie
Partners, Inc
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