22.12.2005 15:20:00

Barrick and Placer Dome Reach Agreement on Offer Valued at $22.50 per Share

Placer Dome Inc.(TSX:PDG)(NYSE:PDG)(SWX:PDG)(ASX:PDG)(BOURSE:PDG):

This news release contains "forward-looking statements" that aresubject to risk factors and assumptions set out in the cautionary notecontained within this news release. All amounts are in United States("U.S.") dollars, in accordance with U.S. generally acceptedaccounting principles ("GAAP").

Placer Dome Inc. and Barrick Gold Corporation have reached anagreement on a friendly transaction under which Barrick will increaseits offer to acquire Placer Dome. The two companies have entered intoa definitive support agreement pursuant to which Barrick will extendthe offer until 12:00 midnight (Toronto time) on January 19, 2006,unless withdrawn or extended. The revised offer values the transactionat approximately $10.4 billion on a fully diluted basis.

Under the revised offer, Placer Dome's shareholders will have theright to elect to receive $22.50 in cash or 0.8269 of a Barrick commonshare plus $0.05 in cash for each Placer Dome common share, subject topro ration based on the maximum amount of cash and Barrick commonshares offered. The maximum amount of cash to be paid by Barrick willbe approximately $1.344 billion, and the maximum number of Barrickcommon shares to be issued will be approximately 333 million, takinginto account the conversion of Placer Dome's outstanding convertibledebt securities and the exercise of all outstanding share options.Assuming full pro ration of these amounts, this would result in $2.91in cash and 0.7216 of a Barrick common share for each Placer Domecommon share subject to the offer.

Following an extensive review of strategic alternatives, the Boardof Directors of Placer Dome has determined that the revised Barrickoffer is fair to Placer Dome's shareholders and unanimously recommendsthat its shareholders accept the offer. Placer Dome's financialadvisors, CIBC World Markets Inc., Goldman, Sachs & Co., and MorganStanley & Co. Incorporated have also each provided opinions to thePlacer Dome Board of Directors that, as of December 22, 2005 andsubject to the assumptions and limitations on which the opinions arebased, the consideration to be received under the offer is fair, froma financial point of view, to Placer Dome's shareholders.

Placer Dome Chief Executive Officer Peter Tomsett said: "Theagreement we are announcing today provides Placer Dome shareholders anattractive premium for their shares and an ongoing stake in a dynamicand growing company. The combined company will possess world-classassets and growth opportunities with the scale, financial capacity andexpertise to capitalize on them. This combination has the potential todeliver significant value to our shareholders in the near term andover time."

Barrick President and Chief Executive Officer Greg Wilkins said:"We are very excited about the coming together of two great goldmining companies. We can now move forward and deliver value - together- from our assets, people and projects. As a result of the friendlytransaction, and with the support of Placer Dome's shareholders, wewill be implementing an integration plan in order to capture thesubstantial synergies as soon as possible and achieve value creationfor all shareholders. Together, Barrick and Placer Dome employees havean unparalleled opportunity to achieve the vision of becoming the bestgold mining company in the world."

In conjunction with the signing of the definitive supportagreement, the price payable to Barrick for the assets of Placer Dometo be acquired by Goldcorp Inc. will be increased on a pro rata basis,from approximately $1.35 billion to approximately $1.485 billion.Goldcorp has confirmed to Barrick its agreement to purchase thoseassets at that increased price.

The amendment of the previously announced takeover bid isconditional upon, among other things, the Board of Directors of PlacerDome having issued an amended Directors' Circular recommending thatPlacer Dome shareholders accept the offer.

The mailing to Placer Dome shareholders of a notice of variationand extension amending the offer together with an amended Placer DomeDirectors' Circular is expected to occur on or before January 5, 2006.Completion of the offer will be subject to certain conditionsincluding a sufficient number of shares being tendered to the offersuch that Barrick would own at least 66 2/3% of Placer Dome's shareson a fully-diluted basis, the receipt of any remaining requiredregulatory approvals, the absence of a material adverse change withrespect to Placer Dome and certain other conditions.

Under the terms of the support agreement, Placer Dome has theright to consider superior proposals from other parties in certaincircumstances, but Barrick has the right to match any offer made byanother party. The support agreement also provides for the payment ofa fee to Barrick by Placer Dome of up to $259.7 million under certaincircumstances if the offer is not completed. Barrick has also agreedto appoint three of Placer Dome's current directors to Barrick's Boardof Directors.

Placer Dome and Barrick will hold a conference call and webcast onThursday, December 22, 2005 at 11:00am EST. North Americanparticipants can access the call by dialing 1-800-708-7127.International participants please call (415) 904-7309. The livewebcast can be accessed at www.placerdome.com.

Placer Dome is a global gold mining company employing more than13,000 people at 16 mining operations in seven countries. TheVancouver-based company's shares trade on the Toronto, New York, Swissand Australian stock exchanges and Euronext-Paris under the symbolPDG.

Note to Security Holders:

In response to the original exchange offer by Barrick relating toPlacer Dome, Placer Dome filed in Canada and the U.S. and mailed toits shareholders a Directors' Circular dated November 23, 2005, andfiled with the SEC a Solicitation/Recommendation Statement on Schedule14D-9, which includes the original Directors' Circular as an exhibitthereto. In connection with the revised offer described in thisdocument, Placer Dome will file in Canada and the U.S. and mail to itsshareholders an amended Directors' Circular and will file with the SECan amendment to its Solicitation/Recommendation Statement on Schedule14D-9, which will include the amended Directors' Circular as anexhibit thereto. These amended documents will set forth the fullresponse of the Board of Directors of Placer Dome to the revised offerby Barrick described in this document. Security holders are urged toread the amended Directors' Circular, as well as the amendedSolicitation/Recommendation Statement on Schedule 14D-9 (including anyamendments or supplements thereto and the other documents filed asexhibits thereto), when they become available, because they willcontain important information. Security holders may obtain a free copyof the amended Directors' Circular (when it becomes available) as wellas any other documents filed by Placer Dome in connection with therevised offer, free of charge at the SEC's website at www.sec.gov,from Placer Dome at www.placerdome.com, or by contacting GeorgesonShareholder, the information agent retained by Placer Dome, at1-866-245-2999.

Head office
Suite 1600, Bentall IV
1055 Dunsmuir Street
(PO Box 49330,
Bentall Postal Station)
Vancouver, B.C. Canada V7X 1P1
Tel: (604) 682-7082
On the internet: www.placerdome.com

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This document contains "forward-looking statements" that werebased on Placer Dome's expectations, estimates and projections as ofthe dates as of which those statements were made. Generally, theseforward-looking statements can be identified by the use offorward-looking terminology such as "outlook", "anticipate","project", "target", "believe", "estimate", "expect", "intend","should" and similar expressions. Forward-looking statements aresubject to known and unknown risks, uncertainties and other factorsthat may cause Placer Dome's actual results, level of activity,performance or achievements to be materially different from thoseexpressed or implied by such forward-looking statements, including butnot limited to:

- uncertainties and costs related to Placer Dome's exploration anddevelopment activities, such as those associated with determiningwhether gold or other mineral reserves exist on a property;

- uncertainties related to feasibility studies that provideestimates of expected or anticipated costs, expenditures and economicreturns from a mining project;

- uncertainties related to expected production rates, timing ofproduction and the cash and total costs of production and milling;

- uncertainties related to the ability to obtain necessarylicenses, permits, electricity, surface rights and title fordevelopment projects and project delays due to third party opposition;

- operating and technical difficulties in connection with miningdevelopment activities;

- uncertainties related to the future development orimplementation of new technologies, research and development and, ineach case, related initiatives and the effect of those on ouroperating performance;

- uncertainties related to the accuracy of our mineral reserve andmineral resource estimates and our estimates of future production andfuture cash and total costs of production, and the geotechnical orhydrogeological nature of ore deposits, and diminishing quantities orgrades of mineral reserves;

- uncertainties related to unexpected judicial or regulatoryproceedings;

- changes in, and the effects of, the laws, regulations andgovernment policies affecting our mining operations, particularlylaws, regulations and policies relating to:

- mine expansions, environmental protection and associatedcompliance costs arising from exploration, mine development, mineoperations and mine closures;

- expected effective future tax rates in jurisdictions in whichour operations are located;

- the protection of the health and safety of mine workers; and

- mineral rights ownership in countries where our mineral depositsare located, including the effect of the Mineral and PetroleumResources Development Act (South Africa);

- changes in general economic conditions, the financial marketsand in the demand and market price for gold, copper and other mineralsand commodities, such as diesel fuel, coal, petroleum coke, steel,concrete, electricity and other forms of energy, mining equipment, andfluctuations in exchange rates, particularly with respect to the valueof the U.S. dollar, Canadian dollar, Australian dollar, Papua NewGuinean kina, South African rand, Dominican Republic peso and Chileanpeso;

- the effects of forward selling instruments to protect againstfluctuations in gold and copper prices and exchange rate movements andthe risks of counterparty defaults, and mark to market risk;

- unusual or unexpected formation, cave-ins, flooding, pressures,and gold bullion losses (and the risk of inadequate insurance orinability to obtain insurance to cover these risks);

- changes in accounting policies and methods we use to report ourfinancial condition, including uncertainties associated with criticalaccounting assumptions and estimates;

- environmental issues and liabilities associated with miningincluding processing and stock piling ore;

- geopolitical uncertainty and political and economic instabilityin countries which we operate;

- the risk that the Barrick offer may not be completed; or, if theoffer is completed, uncertainties regarding the combination of thecompanies' businesses, the ability to realize growth opportunities andcost savings from the proposed combination, possible businessdisruption following the transaction and possible regulatoryconditions imposed in connection with governmental approvals of thetransaction; and,

- labour strikes, work stoppages, or other interruptions to, ordifficulties in, the employment of labour in markets in which weoperate mines, or environmental hazards, industrial accidents or otherevents or occurrences, including third party interference thatinterrupt the production of minerals in our mines.

A discussion of these and other factors that may affect PlacerDome's actual results, performance, achievements or financial positionis contained in the filings by Placer Dome with the U.S. Securitiesand Exchange Commission and Canadian provincial securities regulatoryauthorities including Placer Dome's Form 40-F/Annual Information Form.This list is not exhaustive of the factors that may affect ourforward-looking statements. These and other factors should beconsidered carefully and readers should not place undue reliance onsuch forward-looking statements. Placer Dome does not undertake toupdate any forward-looking statements that are incorporated byreference herein, except in accordance with applicable securitieslaws.

Barrick Gold Corporation (TSX:ABX) (NYSE:ABX) (PARIS:ABX)(Swiss:ABX) (LSE:BGD)

Placer Dome Inc. (TSX:PDG) (NYSE:PDG) (ASX.:PDG) (Swiss:PDG)(PARIS:PDG)

JETZT DEVISEN-CFDS MIT BIS ZU HEBEL 30 HANDELN
Handeln Sie Devisen-CFDs mit kleinen Spreads. Mit nur 100 € können Sie mit der Wirkung von 3.000 Euro Kapital handeln.
82% der Kleinanlegerkonten verlieren Geld beim CFD-Handel mit diesem Anbieter. Sie sollten überlegen, ob Sie es sich leisten können, das hohe Risiko einzugehen, Ihr Geld zu verlieren.

Nachrichten zu Placer Dome Inc.mehr Nachrichten

Keine Nachrichten verfügbar.

Analysen zu Placer Dome Inc.mehr Analysen

Eintrag hinzufügen
Hinweis: Sie möchten dieses Wertpapier günstig handeln? Sparen Sie sich unnötige Gebühren! Bei finanzen.net Brokerage handeln Sie Ihre Wertpapiere für nur 5 Euro Orderprovision* pro Trade? Hier informieren!
Es ist ein Fehler aufgetreten!

Indizes in diesem Artikel

S&P/TSX 25 434,08 0,48%
Toronto 35 Index -