| Fri 11 Feb 2005, 14:05 | | Commission recommends approval for merger |
|
Harmony - Competition Commission recommends approval for Harmony-Gold Fields
merger
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
(`Harmony`)
NEWS RELEASE FROM HARMONY
11 February 2005
Competition Commission recommends approval for Harmony-Gold Fields merger
Harmony has today received notice from the Competition Commission that it is
recommending approval for Harmony`s proposed merger with Gold Fields to the
Competition Tribunal. The recommendation comes with a condition that no more
than 1500 employees at a managerial or supervisory level be retrenched as a
result of the proposed merger.
Chief Executive Bernard Swanepoel said he was pleased that the recommendation
had come through within the regulated time period. `We are comfortable with the
principle behind the condition that the Competition Commission has recommended
since we`ve said all along that no more than 1500 retrenchments at a managerial
or supervisory level were envisaged as part of the cost savings and synergies we
plan to extract from Gold Fields` operations. We are now approaching the final
hurdle in our plans to merge Harmony and Gold Fields. We remain convinced that a
merger between the two companies will deliver a value proposition to all
stakeholders, i.e. shareholders, employees and the various communities in which
we will be operating.`
According to the Competition Act of 1998, the Competition Tribunal is required
to set a date for a pre-hearing or a hearing within ten business days of
referral by the Competition Commission.
ENDS
Issued by (direct line, mobile, email):
Harmony Gold
Ferdi Dippenaar +27 11 684 0140 +27 82 807 3684
Corne Bobbert +27 11 684 0146 +27 83 380 6614
South Africa - Beachhead Media & Investor Relations
Jennifer Cohen +27 11 214 2401 +27 82 468 6469
jennifer@bmsa.co.za
Patrick Lawlor +27 11 214 2410 +27 82 459 6709
patrick@bmsa.co.za
United States - Financial Dynamics Business Communications
Hollis Rafkin-Sax +1 212 850 5789 +1 917 509 0255
hrafkin-sax@fd-us.com
Torie Pennington +1 212 850 5629 +1 917 838 1369
tpennington@fd-us.com
United Kingdom - Financial Dynamics Business Communications
Nic Bennett +44 207 269 7115 +44 7979 536 619
nic.bennett@fd.com
Charles Watenphul +44 207 269 7216 +44 7866 438 013
charles.watenphul@fd.com
US Information Agent - MacKenzie Partners, Inc
Daniel Burch +1 212 929 5500
proxy@mackenziepartners.com
Steve Balet +1 800 322 2885
Unless the context otherwise requires, the definitions contained in the offer
document or the registration statement sent to Gold Fields shareholders have the
same meaning in this announcement.
In connection with the proposed merger, Harmony has filed with the U.S.
Securities and Exchange Commission (`SEC`), a registration statement on Form F-
4, which includes a preliminary prospectus and related exchange offer materials,
to register the Harmony ordinary shares (including Harmony ordinary shares
represented by Harmony ADSs) to be issued in exchange for the remainder of Gold
Fields ordinary shares held by Gold Fields shareholders resident in the United
States and for Gold Fields ADSs held by Gold Fields shareholders wherever
resident, as well as a Statement on Schedule TO. Investors and holders of Gold
Fields securities are strongly advised to read the registration statement and
the preliminary prospectus, the related exchange offer materials and the final
prospectus (when available), the Statement on Schedule TO and any other relevant
documents filed with the SEC, as well as any amendments and supplements to those
documents, because they contain important information. Investors and holders of
Gold Fields securities may obtain free copies of the registration statement, the
preliminary and final prospectus (when available) and related exchange offer
materials and the Statement on Schedule TO, as well as other relevant documents
filed or to be filed with the SEC, at the SEC`s web site at www.sec.gov. The
preliminary prospectus and other transaction-related documents may be obtained
for free from MacKenzie Partners, Inc., the information agent for the U.S.
offer, at the following address: 105 Madison Avenue, New York, New York 10016;
telephone 1 212 929 5500 (call collect) or 1 800 322 2885 (toll-free call); e-
mail proxy@mackenziepartners.com.
This communication is for information purposes only. It shall not constitute an
offer to purchase or exchange or the solicitation of an offer to sell or
exchange any securities of Gold Fields or an offer to sell or exchange or the
solicitation of an offer to buy or exchange any securities of Harmony in the US,
nor shall there be any sale or exchange of securities in any jurisdiction in
which such offer, solicitation or sale or exchange would be unlawful prior to
the registration or qualification under the laws of such jurisdiction. The
distribution of this communication may, in some countries, be restricted by law
or regulation. Accordingly, persons who come into possession of this document
should inform themselves of and observe these restrictions. The solicitation of
offers to buy Gold Fields ordinary shares (including Gold Fields ordinary shares
represented by Gold Fields ADSs) in the US will only be made pursuant to a
prospectus and related offer materials that Harmony has sent to holders of Gold
Fields securities. The Harmony ordinary shares (including Harmony ordinary
shares represented by Harmony ADSs) may not be sold, nor may offers to buy be
accepted, in the US prior to the time the registration statement becomes
effective. No offering of securities shall be made in the US except by means of
a prospectus meeting the requirements of Section 10 of the United States
Securities Act of 1933, as amended.
The directors of Harmony accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
Harmony (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Date: 11/02/2005 01:37:57 PM
Produced by the JSE SENS Department
