Harmony Gold Wins Another Battle: U.S. District Court Denies Gold Fields' Motion for Preliminary Injunction
24 November 2004 - 6:18AM
PR Newswire (US)
Harmony Gold Wins Another Battle: U.S. District Court Denies Gold
Fields' Motion for Preliminary Injunction JOHANNESBURG, South
Africa, Nov. 23 /PRNewswire-FirstCall/ -- Harmony Gold Mining
Company Limited (NYSE: "HMY"; JSE: "HAR") announced that the United
States District Court for the Southern District of New York today
denied a motion for preliminary injunction by Gold Fields Limited
(NYSE: "GFI"; JSE: "GFI") ("Gold Fields") which sought to block
Harmony's offer to Gold Fields' shareholders in the U.S. In
addition, the Court ruled that the evidence submitted failed to
support Gold Fields' claim that Harmony misled Gold Fields' U.S.
shareholders concerning Harmony's disclosure of its gold reserves
in the Registration Statement filed with the United States
Securities and Exchange Commission. "We are pleased but not
surprised by this judgment. Gold Fields' management has embarked
upon frustrating and, in our view, frivolous litigation to divert
attention and to frustrate the ability of Gold Fields shareholders
to assess the merits of Harmony's offers," said Harmony CE Bernard
Swanepoel. "We were disappointed that Gold Fields reverted to
litigating in the US, particularly after the South African courts
and regulators ruled against them and confirmed the validity of our
offers by rejecting numerous legal and regulatory actions by Gold
Fields. Despite Gold Fields' protestations that it is a champion of
the South African cause, they have indicated clearly with this
legal challenge in the US, that they have no confidence in South
Africa's regulatory regime. We appreciate that the US courts dealt
with their claims on a accelerated basis." Gold Fields has been
unsuccessful in their litigation to date and Swanepoel said he
hopes that they will reconsider the other delaying tactics they
have employed so that their shareholders can assess Harmony's
offers for themselves. Harmony's early settlement offer is
scheduled to close on 26 November 2004 and is unconditional in all
respects. Harmony urges Gold Fields' shareholders to accept the
offer. In connection with the proposed acquisition of Gold Fields,
Harmony has filed a registration statement on Form F-4 (which was
declared effective by the Securities and Exchange Commission (SEC)
on November 19, 2004) and filed a final prospectus, dated November
19, 2004, with the SEC pursuant to Rule 424(b)(5) 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 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 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 final
prospectus, 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/.
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 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
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.
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.
DATASOURCE: Harmony Gold Mining Company Limited CONTACT: Ferdi
Dippenaar, +27-11-684-0140, +27-82-807-3684, or Corne Bobbert,
+27-11-684-0146, +27-83-380-6614, both of Harmony Gold; or South
Africa - Jennifer Cohen, +27-11-214-2401, +27-82-468-6469, or , or
Patrick Lawlor, +27-11-214-2410, +27-82-459-6709, or , both of
Beachhead Media & Investor Relations; or United States - Hollis
Rafkin-Sax, +1-212-850-5789, +1-917-509-0255, or , or Torie
Pennington, +1-212-850-5629, +1-917-838-1369, or , both of
Financial Dynamics Business Communications; or United Kingdom - Nic
Bennett, +44-207-269-7115, +44-7979-536-619, or , or Charles
Watenphul, +44-207-269-7216, +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, all for Harmony
Gold
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