[obrolan-bandar] INCO & TECK (2)

Sun, 14 May 2006 01:51:45 -0700

Thanx pak TEDDY, pokoknya saya lebih suka (seperti para analis Bloomberg kebanyakan) kalo TECK yg ambil INCO daripada Falconbridge diambil INCO. Teck terkenal tukang potong cost. Margin rata2 utk produk yg sama dan tambang yg berdekatan TECK bisa lebih untung 20-40%. Kalo TECK jadi ambil INCO, imbasnya juga pasti bagus utk INCO di sini.


Teddy Halim <[EMAIL PROTECTED]> wrote:
Pak Eka kalau boleh saya urun info dari mencoba cari soal merger ini dan ada press release tgl 8 Mei  dan dibawahnya ada berita yg diambil dari situs Teck Cominco ttg soal merger ini :
Toronto, May 8, 2006 -- Inco Limited has reviewed the press release issued 
today by Teck Cominco Limited indicating that Teck Cominco intends to make 
an unsolicited offer to purchase all of the outstanding shares of Inco.   

Our Board of Directors will review the formal offer from Teck Cominco when 
it is made available and we will make a statement in due course. 

Teck Cominco has announced that its offer will be subject to a number of   
conditions, including that Inco's announced takeover bid for Falconbridge 
Limited shall have been withdrawn or terminated without any shares of 
Falconbridge having been purchased pursuant to such bid.  Inco remains   
committed to its friendly, value-creating transaction with Falconbridge and 
to meeting its obligations under the support agreement with Falconbridge. 

Note to Security Holders:

The exchange offer proposed by Teck Cominco and described in
 this release   
has not commenced. In response to the proposed exchange offer by Teck 
Cominco, if and when commenced, Inco will file with the SEC a 
Solicitation/Recommendation Statement on Schedule 14D-9.

Important Legal Information  
This release may be deemed to be solicitation material in respect of Inco's 
pending acquisition of Falconbridge.  Inco has filed a registration 
statement on Form F-8 and amendments thereto containing a share exchange   
take-over bid circular and notice of extension of offer delivered to the 
shareholders of Falconbridge and other documents with the SEC and may be 
filing additional amendments to the registration statement on Form F-8.  

INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT 
AND ANY AMENDMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE 
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL   
CONTAIN IMPORTANT
 INFORMATION.

IN 06/15
May 8, 2006

-------------
Teck Cominco Limited Announces C$78.50 Per Share Offer For Inco Limited
    Highlights

  • Inco shareholders to receive C$78.50 per share in cash or shares: C$28.00 in cash and 0.6293 of a Teck Cominco Class B share at full pro ration
  • Combination  of Teck Cominco and Inco will create a broadly diversified Canadian-based mining company with the financial strength to capitalize on its world-class asset portfolio
    New Teck Cominco  will have market-leading positions in zinc, nickel and metallurgical coal and a significant presence in copper, gold and other commodities
  • New Teck Cominco  will have an extensive portfolio of long-life, low-cost assets, a well-sequenced growth profile and substantial capacity to fund growth internally
  • Offer represents a premium of 27.8% and 20.1% to the 30-day volume weighted average price and closing price, respectively, of Inco shares as at May 5, 2006.
  • Transaction is expected to be accretive to Teck Cominco 's earnings and cash flow per share
Vancouver, B.C., May 8, 2006 -- Teck Cominco Limited  [TSX:TEK.MV.A and TEK.SV.B] announced today that it will make a C$17.8 billion cash and share offer to acquire all of the outstanding shares of Inco Limited, conditional on Inco not completing its announced takeover bid for Falconbridge Ltd.  Inco shareholders will receive C$78.50 per common share in cash or shares: C$28.00 in cash and 0.6293 of a Teck Class B subordinate voting share at full pro ration.  The business combination, with a pro forma enterprise value of approximately C$35 billion, will create a broadly diversified Canadian-based mining company with market-leading positions in zinc, nickel and metallurgical coal and a significant presence in copper, gold and other commodities. The offer represents a premium of 27.8% and 20.1% to the 30-day volume weighted average price and closing price, respectively, of Inco common shares on the Toronto Stock Exchange as at May 5, 2006. 
Teck Cominco  President and Chief Executive Officer, Donald R. Lindsay said:  "This combination of two great  mining companies will create a Canadian powerhouse on the world stage, with the financial strength and management skills necessary to capitalize on its existing portfolio of long-life, low-cost operations and its unique portfolio of world-class development projects.  Those same strengths will also enable the new Teck Cominco to compete for and develop the world's next generation of great mining assets."
New Teck Cominco will be:
  • The world's leading zinc miner
  • The world's second largest nickel miner
  • Through its interest in Elk Valley Coal, the world's second largest producer of seaborne hard coking coal
  • The world's largest indium producer
  • An important producer of copper, gold, silver, platinum, palladium, cobalt and molybdenum and specialty metals
  • A meaningful participant in the Canadian oil sands
Mr. Lindsay said: "We expect the new Teck Cominco's cash flow generation potential to provide substantial internal funding for development of its complementary growth assets.  We will be combining two strong management teams.  They will lead the integration of the combined company's global workforce.  We will work closely with Inco's joint venture partners, in particular at PT Inco and Goro, as well as with aboriginal communities, government officials and other stakeholders to realize the benefits of this transaction."
Dr. Norman B. Keevil, Teck Cominco's Chairman, said: "Over the years, Teck Cominco has grown by executing sound strategic transactions that have built significant shareholder value. The company that will be created by this transaction makes our vision of creating a Canadian-based, leading global mining company a reality."
Under the terms of the offer, Inco shareholders will have the right to elect to receive C$78.50 in cash or 0.9776 of a Teck Cominco Class B subordinate voting share plus C$0.05 for each Inco share, subject to pro ration based upon the maximum amount of cash and Teck Cominco Class B subordinate voting shares offered.  The maximum amount of cash that Teck Cominco will pay pursuant to the offer is C$6.36 billion and the maximum number of Teck Cominco Class B subordinate voting shares that Teck Cominco will issue pursuant to the offer is approximately 143 million.  Assuming full pro ration of these maximum amounts, this would result in C$28.00 cash and 0.6293 of a Teck Cominco Class B subordinate voting share per Inco common share.
Teck Cominco has been considering the possible combination of Teck Cominco and Inco for some time.  Last year, before the proposed Inco/Falconbridge transaction was announced, Teck Cominco had discussions and correspondence with Inco in which Teck Cominco proposed a combination of Teck Cominco and Inco on a basis that would see Inco shareholders receive a premium for their shares.  Those discussions did not come to fruition.  In October, Inco announced its takeover bid for, and support agreement with, Falconbridge.  Teck Cominco owns approximately 8.9 million Inco common shares, including 5.1 million shares pledged as security for Teck Cominco's outstanding Inco exchangeable debentures due 2021.
Mr. Lindsay said: "Our offer presents an attractive opportunity for Inco's shareholders in comparison to the Inco/Falconbridge transaction. Market sentiment indicates that the price required to ultimately acquire Falconbridge may be materially higher than the current Inco bid.  Under our offer, Inco shareholders will receive a significant premium for their Inco shares, rather than seeing their company pay a premium to acquire Falconbridge.  They will also benefit from an opportunity to participate in a large, diversified company with a strong balance sheet, enhanced dividend yield and outstanding growth potential.  We are initially targeting administrative and operating synergies of over C$150 million annually, and will aim for more after we achieve that.  As well, Teck Cominco's patented CESL hydrometallurgical technology has the potential to produce significant additional synergies at Inco's operations."
Mr. Lindsay added that: "For Teck Cominco shareholders, this transaction is expected to be accretive to earnings and cash flow per share, and should create substantial long-term shareholder value through increased scale, diversification and growth."
Teck Cominco will finance the cash portion of the offer using its substantial cash resources and an underwritten bridge facility.
Full details of the offer will be included in a formal offer and takeover bid circular to be mailed to Inco shareholders in accordance with applicable securities laws.  Teck Cominco intends to apply to the NYSE for a listing of Teck Cominco's Class B subordinate voting shares.  This listing is expected to be effective prior to completion of the transaction.  Teck Cominco will formally request a list of Inco's shareholders today and will mail the takeover bid documents to Inco shareholders as soon as possible.  The offer will be open for acceptance for at least 60 days following the date of the mailing. 
The offer will be subject to a number of conditions, including that Inco's announced takeover bid for Falconbridge shall have been withdrawn or terminated without any shares of Falconbridge having been purchased by Inco pursuant to such bid, and that the Inco/Falconbridge support agreement shall have been terminated in accordance with its terms.  Additional conditions will include receipt of all necessary regulatory approvals, absence of material adverse changes and acceptance of the offer by Inco shareholders owning not less than 662/3 percent of the Inco shares on a fully diluted basis.  Once the 662/3 percent acceptance level is met, Teck Cominco intends to take steps to acquire all the outstanding Inco shares.
Teck Cominco intends to promptly make the necessary regulatory filings in respect of the offer with the appropriate authorities, including in Canada, the European Union and the United States.  Teck Cominco expects the offer to receive regulatory approval in the normal course.
Teck Cominco's financial advisors are BMO Nesbitt Burns Inc. and Merrill Lynch Canada Inc.  Its legal advisors are Lang Michener LLP in Canada and Paul, Weiss, Rifkind, Wharton & Garrison LLP in the United States.
Investor and Analyst Conference Call and Webcast
The investment community is invited to participate in Teck Cominco's conference call and webcast as follows:
Monday, May 8, 2006, at 8:15 a.m. (EDT)
Toll Free (North America): 1-866-250-4877
Local/International: +416-644-3416
The live webcast can be accessed by visiting www.teckcominco.com and clicking on the event title under "Webcasts".
The conference call will be available for replay until Monday, May 15, 2006, by calling 1-877-289-8525 for North American callers and +416-640-1917 for international/local callers. Passcode: 21188418#.
The archival webcast of the presentation will be available via the Internet by visiting www.teckcominco.com and clicking on the event title under "Webcasts".
Media Conference
A media conference with Mr. Donald R. Lindsay, President and Chief Executive Officer, will be held as follows:
Monday, May 8, 2006, at 11.00am (EDT) at The Gallery, TSX Broadcast & Conference Centre, The Exchange Tower, 130 King Street West, Toronto, Ontario, Canada.
Authorized media representatives who are unable to attend the conference in person may participate by dialing:
Toll Free: 1-866-250-6271
International/Local: +416-849-5556
The live webcast of this conference can be accessed by visiting www.teckcominco.com and clicking on the event title under "Webcasts". This presentation will also be archived on Teck Cominco's website.
About Teck Cominco
Teck Cominco is a diversified mining company, headquartered in Vancouver, Canada.  Shares are listed on the Toronto Stock Exchange under the symbols TEK.MV.A and TEK.SV.B. The company is a world leader in the production of zinc and metallurgical coal and is also a major producer of copper and gold. Further information can be found at www.teckcominco.com.




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