Inco Ltd.
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
Inco Exchange
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From the desk of Scott Hand,
Inco Chairman and CEO |
To Inco employees and your families,
It has been a number of weeks since we announced our
offer to acquire Falconbridge. The formal terms of our
acquisition offer were mailed to Falconbridge shareholders on
October 24. They have until December 23 to decide whether to
tender their shares.
In order for acquisition to proceed, at least two-thirds of
all Falconbridge common shares must be tendered. Independent
of shareholder acceptance, the deal must also receive
regulatory clearances from authorities in Canada, the United
States and the European Union. We currently expect that
process to be complete in early 2006.
Youve probably heard a lot about the offer over the past
number of weeks. It has been a hot topic of conversation
in our workplaces, our communities, within governments and in
the media. The feedback Ive received from employees,
investors, customers and others has been tremendously positive
and has strengthened my conviction that the new Inco will be
a winner.
Our deal is good news for Canadian mining and is getting a
strong endorsement from Canadian labour
leaders, community leaders, and governments. Their message
is coming through loud and clear: they believe that this
deal is a great opportunity for Inco and Falconbridge and
our communities, shareholders, and employees. A sample of
whats been said is printed on the back of this letter.
On November 10th, I spoke to the Empire Club of Canada on
Canadian competitiveness in the global economy. In my
remarks, I talked a lot about the new Inco and what it will
mean for the mining industry, for Canada and for our company.
I invite you to read it online.
I encourage you to check The Link and our bid website
(www.inco.com/newinco) often for updates, announcements,
and speeches relating to the offer.
Thanks to those who have called our telephone line at
1-866-203-5138 and emailed us at employeequestions@inco.com
with comments and questions. Please continue to do so.
I wish you and your families a warm holiday season and best
wishes for the new year.
Sincerely,
INCO |
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Ontario
Premier Dalton McGuinty characterized the Inco-Falconbridge
merger as a perfect marriage and
went on to say:
Were talking about the creation of
an international resource
powerhouse that would be headquartered in
Ontario and controlled by Canadians ... I just
happen to think that is really good news and it
bodes well as we assert ourselves in a highly
competitive, global economy.
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The
Honourable David Emerson, Canadian Minister of Industry commented that:
It is very important for us to have
Canadian champion companies
and its important for them to come together
in a friendly way to build deep roots right here
in Canada ... We need the corporate leadership in Canada. We need the high-quality
employment opportunities in Canada. And we
need their social contributions here in Canada.
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Leo
Gerard, a Sudbury native and
President of the United Steelworkers
of America, said recently:
My sentiment is that the Inco Falconbridge
proposal is probably the best deal for Sudbury, for
the community of Sudbury, for the steelworkers of
Sudbury and for Canada.
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Ray
Bonin, Canadian
Liberal Member of Parliament
for the Nickel Belt said:
The people of Sudbury are ecstatic
with the friendly takeover of Falconbridge by Inco
... Canada will benefit greatly from this merger.
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Forward-Looking Statements
This letter contains forward-looking information about
Inco and the combined company after completion of the
transactions described herein that are intended to be covered by
the safe harbor for forward-looking statements provided by the
Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not
historical facts. Words such as expect(s), feel(s),
believe(s), will, may, anticipate(s) and similar
expressions are intended to identify forward-looking statements.
These statements include, but are not limited to, financial
projections and estimates and their underlying assumptions;
statements regarding plans, objectives and expectations with
respect to future operations, products and services; statements
regarding business and financial prospects; financial multiples;
statements regarding anticipated financial or operating
performance and cash flows; statements regarding expected
synergies and cost savings, including the timing, from the
proposed combination of the two companies; statements concerning
possible divestitures; and statements regarding strategies,
objectives, goals and targets. Such statements are subject to
certain risks and uncertainties, many of which are difficult to
predict and are generally beyond the control of Inco, that could
cause actual results to differ materially from those expressed
in, or implied or projected by, the forward-looking information
and statements. These risks and uncertainties include those
discussed and identified in public filings with the U.S.
Securities and Exchange Commission (SEC) made by Inco and
include, but are not limited to: the possibility that approvals
or clearances required to be obtained by Inco and Falconbridge
from regulatory and other agencies and bodies will not be
obtained in a timely manner; the possibility that divestitures
required by regulatory agencies may not be completed in a timely
manner; the possibility that the anticipated benefits and
synergies and cost savings from the acquisition or related
divestitures cannot be fully realized; the possibility that the
costs or difficulties related to the integration of
Falconbridges operations with Inco will be greater than
expected; the level of cash payments to shareholders of
Falconbridge who exercise their statutory dissenters rights in
connection with the expected eventual combination of the two
companies; the possible delay in the completion of the steps
required to complete the eventual combination of the two
companies; business and economic conditions in the principal
markets for the companies products, the supply, demand, and
prices for metals to be produced, purchased intermediates and
substitutes and competing products for the
primary metals and other products produced by the companies,
production and other anticipated and unanticipated costs and
expenses and other risk factors relating to our industry as
detailed from time to time in Falconbridges and Incos reports
filed with the SEC. The forward-looking statements included in
this letter represent Incos views as of the date hereof. While
Inco anticipates that subsequent events and developments may
cause Incos views to change, Inco specifically disclaims any
obligation to update these forward-looking statements. These
forward-looking statements should not be relied upon as
representing Incos views as of any date subsequent to the date
hereof. Readers are also urged to carefully review and consider
the various disclosures in Incos various SEC filings,
including, but not limited to, Incos Annual Report on Form 10-K
for the year ended December 31, 2004, and Incos Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2005.
Important Legal Information
This communication may be deemed to be solicitation material in
respect of Incos proposed combination with Falconbridge. On
October 24, 2005, Inco filed a registration statement on Form
F-8 (containing an offer to purchase and a share exchange
take-over bid circular) with the SEC in connection with the
proposed combination. Inco has also filed, and will file (if
required), other documents with the SEC in connection with the
proposed combination. Falconbridge has filed a Schedule 14D-9F
in connection with Incos offer and has filed, and will file (if
required), other documents regarding the proposed combination,
in each case with the SEC.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain copies of the registration statement and Incos and
Falconbridges SEC filings free of charge at the SECs website
(www.sec.gov). In addition, documents filed with the SEC by
Inco may be obtained free of charge by contacting Incos media
or investor relations departments.
INCO |
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