| Wed 11 May 2005, 8:31 | | Gold Fields - Ruling by the Competition Tribunal |
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Gold Fields - Ruling by the Competition Tribunal on the hostile bid for Gold
Fields Limited by Harmony Gold Mining Company
Gold Fields Limited
Incorporated in the Republic of South Africa
Registration number 1968/004880/06
Share code: GFI
Issuer code: GOGOF
ISIN: ZAE000018123
MEDIA RELEASE
Ruling by the Competition Tribunal on the hostile bid for Gold Fields Limited by
Harmony Gold Mining Company
Johannesburg, 10 May 2005. Gold Fields Limited (GFI: JSE and NYSE) (`Gold
Fields`) today announced that it notes the further limitations that the
Competition Tribunal has placed on the recommendations of the Competition
Commission regarding retrenchments at the merged entity in the event of the
successful implementation of Harmony`s hostile bid.
Previous conditions imposed by the Competition Commission stated that Harmony
may retrench up to 1500 Gold Fields employees from the level of shift boss and
up. Today, the Tribunal tightened the retrenchment conditions and the Tribunal
ruled that the number of employees Harmony may retrench at the merged entity as
a result of the merger has been reduced from 1500 to 1000. In addition, the
Tribunal also included `contract workers` in its definition of employees.
These conditions are effective from the date of the Tribunal order, for a period
of 24 months.
Ian Cockerill, Chief Executive Officer of Gold Fields commented, `These
conditions will make it impossible for Harmony to extract its exaggerated claims
of cost-savings from Gold Fields` operations. The market`s valuation of the
spread between the respective share prices has already spoken to the fundamental
value differential between the two companies. We urge Gold Fields` shareholders
to continue to protect value and reject Harmony.`
Gold Fields contends that Harmony, by its own admission, during the course of
argument to the Tribunal on 9 May 2005, stated that, `if the number of employees
and contractors who may be retrenched by Harmony was cut by a third to 1000, we
would be considerably hampered.`
Cockerill, continued, `We are disappointed that the Competition Tribunal did not
stop this bid in its entirety. The proposed merger will have significant
negative implications for our employees, suppliers and mine communities. By
approving this merger, the Tribunal has forced Gold Fields` employees to bear
the brunt of Harmony`s bid. As an independent entity, Gold Fields does not need
to retrench any of its employees. On these grounds and in the interests of job
preservation, Gold Fields intends to appeal the clearance the Tribunal has
issued today.`
In addition to today`s ruling by the Competition Tribunal, the Competition
Appeal Court (CAC) dismissed Harmony`s application for leave to appeal against
the judgement granted by the CAC on the 26th November 2004, with costs. The
CAC`s interdict of Harmony voting any of its shares in Gold Fields until final
determination by the competition authorities of the merger application therefore
stands and Harmony may not vote such shares as it may have acquired in Gold
Fields until the CAC has finally determined Gold Fields` appeal.
-ends-
In the United States, Gold Fields Limited (`Gold Fields`) has filed a
Solicitation/Recommendation Statement with the 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.
The directors of Gold Fields accept responsibility for the information contained
in this document. To the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case) the information contained in
this document is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Copies of this document are not being made available, and must not be mailed,
forwarded, transmitted or otherwise distributed or sent in or into Australia,
Canada, Japan, the Republic of Ireland or any other jurisdiction in which it is
illegal to make this document available and persons receiving this document
(including custodians, nominees and trustees) must not distribute, forward,
mail, transmit or send it in or into or from Australia, Canada, Japan, the
Republic of Ireland or any such other jurisdiction.
This document contains `forward-looking statements` with respect to Gold Fields`
financial condition, results of operations, business strategies, operating
efficiencies, competitive position, growth opportunities for existing services,
plans and objectives of management, markets for stock and other matters.
Statements in this document that are not historical facts are `forward-looking
statements`.
These forward-looking statements, including, among others, those relating to the
future business prospects, revenues and income of Gold Fields, wherever they may
occur in this presentation, are necessarily estimates reflecting the best
judgment of the senior management of Gold Fields and involve a number of risks
and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. As a consequence, these
forward-looking statements should be considered in light of various important
factors, including those set forth materials filed with or furnished to the SEC
from time to time, including Gold Fields` most recent Annual Report on Form 20-
F.
Important factors that could cause actual results to differ materially from
estimates or projections contained in the forward-looking statements include,
without limitation: overall economic and business conditions in South Africa,
Ghana, Australia and elsewhere; the ability to achieve anticipated efficiencies
and other cost savings in connection with past and future acquisitions; the
success of exploration and development activities; decreases in the market price
of gold; the occurrence of hazards associated with underground and surface gold
mining; the occurrence of labor disruptions; availability, terms and deployment
of capital; changes in relevant government regulations, particularly
environmental regulations and potential new legislation affecting mining and
mineral rights; fluctuations in exchange rates, currency devaluations and other
macroeconomic monetary policies; and political instability in South Africa,
Ghana and regionally.
Gold Fields undertakes no obligation to update publicly or release any revisions
to these forward-looking statements to reflect events or circumstances after the
date of this document or to reflect the occurrence of unanticipated events.
Information included in this document relating to Harmony and its business has
been derived solely from publicly available sources. While Gold Fields has
included information in this document regarding Harmony that is known to Gold
Fields based on publicly available information, Gold Fields has not had access
to non-public information regarding Harmony and could not use such information
for the purpose of preparing this document. Although Gold Fields is not aware of
anything that would indicate that statements relating to Harmony contained in
this document are inaccurate or incomplete, Gold Fields is not in a position to
verify information concerning Harmony. Gold Fields and its directors and
officers are not aware of any errors in such information. Subject to the
foregoing and to the maximum extent permitted by law, Gold Fields and its
directors and officers disclaim all liability for information concerning Harmony
included in this document.
Date: 11/05/2005 07:20:17 AM
Produced by the JSE SENS Department
