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Abstract
Noranda Inc. ("Noranda") today announced an all-encompassing plan which will combine Noranda and Falconbridge (the "Merger") to create one of North America's largest base-metals companies. After the Merger, Noranda will be renamed NorandaFalconbridge.
The Board of Directors of Noranda have unanimously approved the making of a substantial Issuer Bid to all Noranda common shareholders whereby shareholders of Noranda will be entitled to exchange up to 63.4 million common shares for three series of junior preferred shares with an aggregate stated capital of US$1.25 billion, representing a value of US$19.72 per Noranda common share. The attributes of the junior preferred shares are more fully described in "Schedule A". Brascan has agreed to deposit its common shares of Noranda to the Issuer Bid, subject to its right to withdraw such shares in certain circumstances.
This communication is being made in respect of the proposed combination (the "Merger") involving Noranda Inc. and Falconbridge Limited. The proposed Merger will be completed by way of a share exchange take-over bid under which Falconbridge common shareholders (other than Noranda) will be offered 1.77 Noranda common shares for each Falconbridge common share. In connection with the proposed Merger, Noranda will prepare and file with the U.S. Securities and Exchange Commission (the "SEC"), if required, a registration statement on Form F-8 containing a share exchange take-over bid circular to be delivered to the shareholders of Falconbridge. Noranda, if required, will be filing other documents regarding the proposed Merger with the SEC.