Response to Harmony Offer
03 November 2004 - 6:27PM
UK Regulatory
GOLD FIELDS LIMITED
MEDIA RELEASE
GOLD FIELDS ISSUES OFFER RESPONSE DOCUMENT URGING SHAREHOLDERS TO REJECT THE
HARMONY OFFER
Johannesburg, 3 November 2004. In a document sent today to shareholders, the
Board of Directors (the "Board") of Gold Fields Limited (GFI: JSE and NYSE)
urged shareholders to reject the unsolicited and hostile offer made by Harmony
Gold Mining Company ("Harmony") for Gold Fields.
The Board outlined a number of reasons for its opposition to the Harmony
proposal in the Offer Response document. The Board believes that:
* the Harmony offer destroys shareholder value;
* the Harmony offer is a coercive attempt to gain control of Gold Fields via
an early settlement offer rather than a single offer conducted in the
normal way; and
* Harmony is offering Gold Fields shareholders overvalued Harmony shares at a
minimal premium; the offer significantly undervalues Gold Fields shares and
does not offer shareholders a fair value exchange.
Addressing the main themes of the Offer Response document, Ian Cockerill, Chief
Executive of Gold Fields, commented:
"Harmony's hostile offer has an inequitable structure which seeks to
disenfranchise the majority of our shareholders. Furthermore, this offer does
not represent fair value and is funded by overvalued Harmony shares. We cannot
recommend this to our shareholders."
Cockerill continued:
"Harmony has a large number of marginal mines and a higher risk portfolio of
assets, making the company significantly more sensitive to the current rand
strength than Gold Fields. We have a high quality set of South African assets
with excellent gearing to the rand and gold price and a growing international
portfolio with a low risk fully funded project pipeline. Unlike Harmony, we
also have an extensive global exploration portfolio with an expert team in
place to maximise its value potential."
Harmony's offer is structured in two phases to force an early settlement
whereby it would acquire up to 34.9% of Gold Fields. The Board believes that
this early settlement could leave Harmony, with the support of Norilsk, free to
control Gold Fields without having successfully bid for the whole company. It
is the Board's opinion that this two-phase structure is contrary to accepted
international principles of fair and equal treatment of shareholders.
The Board further believes that the Harmony offer is dilutive to Gold Fields'
shareholders based on metrics such as earnings per share, operating cash flow,
net present value per share and balance sheet strength. Harmony's offer
provides a mere 7% premium over the closing share price of Gold Fields on
October 15. The Board also considers Harmony to be financially stretched,
citing Harmony's five consecutive quarterly losses and the recent downgrade of
Harmony's credit rating by Fitch Ratings.
The Board stated that Harmony and Gold Fields have substantially different
portfolios and risk profiles. In South Africa, Gold Fields owns some of the
greatest gold mines in the world. Outside of South Africa, Gold Fields has been
extremely successful at building a portfolio of open pit and shallow
underground mines.
In the defence document, the Board makes it clear that the Gold Fields'
strategy of investment in its high quality South African assets coupled with
its success with international diversification, has delivered excellent returns
for all of its stakeholders. With a strong pipeline of development
opportunities, the Board believes Gold Fields is well placed to continue to
provide its shareholders with superior returns.
For these and the many other reasons outlined in the defence document, the
Board of Gold Fields urged shareholders to reject the Harmony offer.
For a copy of the Formal Response Document, video interviews and links to the
presentation webcast and other information please visit http://
www.goldfields.co.za .
In the United States, Gold Fields Limited ("Gold Fields") has filed a
Solicitation/Recommendation Statement with the US Securities and Exchange
Commission (the "SEC") on Schedule 14D-9 and holders of the Gold Fields
Ordinary Shares and American Depositary Shares are advised to read it as it
contains important information. Copies of the Schedule 14D-9 and other related
documents filed by Gold Fields are available free of charge on the SEC's
website at http://www.sec.gov. Any documents filed by Harmony Gold Mining
Company Limited, including any registration statement on Form F-4 (including
any prospectus contained therein) and related exchange offer materials as well
as its Tender Offer Statement on Schedule TO, will also be available free of
charge on the SEC's website.
ends
Gold Fields Limited
Reg. 1968/004880/06
24 St Andrews Road
Parktown, 2193
Postnet Suite 252
Private Bag X30500
Houghton, 2041
South Africa
Tel +27 11 644-2400
Dir +27 11 644-2460
Fax +27 11 484-0639
www.goldfields.co.za
Enquires
South Africa
Willie Jacobsz
Tel +27 11 644-2460
Fax +27 11 484-0639
North America
Cheryl A Martin
Tel +303 796-8683
Fax +303 796-8293
END
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