e425
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
TENDERING TO INCO REMAINS BEST CHOICE
FOR FALCONBRIDGE SHAREHOLDERS
Toronto, July 26, 2006 Inco Limited (NYSE, TSX: N) today outlined why the Inco- Falconbridge
combination remains clearly the best alternative for Falconbridge shareholders.
Falconbridge shareholders need to consider three things very carefully the tremendous earnings
and cash flow potential of the New Inco, the synergy opportunities we have identified, and the
excellent outlook for sustained high metals prices in nickel and copper, said Inco Chairman and
CEO Scott Hand. Then they have to ask themselves if theyre prepared to give all that away to
Xstrata by accepting their lower cash offer.
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Inco has announced net earnings for the second quarter of 2006 of $472 million and
indicated that at current metals prices, its second half profits could exceed $1.6
billion. |
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Falconbridge Limited (NYSE, TSX: FAL) has announced second quarter net earnings of $728
million. |
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Inco and Falconbridge have identified $550 million in synergies with a net present
value of $3.5 billion that will significantly add to the performance potential of the New
Inco. |
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Incos cash and share offer provides a premium of 3 per cent over the Xstrata offer. |
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Today Phelps Dodge announced second quarter earnings of $472 million and forecast third
quarter cash flow of $1.5 billion. |
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Nickel and copper continue to trade at near record levels and are the two metals with
the best supply demand fundamentals going forward both for the near and long term. |
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Phelps Dodge Inco will be a global nickel copper powerhouse with an even greater
potential to capitalize on strong nickel and copper markets going forward. |
Falconbridge shareholders need to understand that this is it this is their chance to make this
great nickel copper company a reality and they need to act and tender now to the Inco offer,
which expires at midnight (Vancouver time) on Thursday, July 27, 2006, Mr. Hand said.
Instructions for last-minute tendering of Falconbridge shares
Instructions for tendering Falconbridge shares are provided in the Notice of Variation and
Extension of Inco dated July 16, 2006 and the accompanying Letter of Transmittal.
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Shares held through intermediaries: Falconbridge shareholders holding their shares through
intermediaries who wish to accept Incos Offer must act immediately. Intermediaries have published
deadlines for tendering instructions. Beneficial shareholders missing an intermediarys announced
deadline for tendering to Incos Offer may still be able to make instructions during Thursday past
the announced deadline by using the Notice of Guaranteed Delivery process for tendering, as
described in the Notice of Variation and Extension, to be received by CIBC Mellon Trust Company,
the Depository, by not later than midnight (Vancouver time) on Thursday, July 27, 2006 (the Expiry
Time).
Shares held directly: Registered shareholders must ensure that their Letter of Transmittal and
share certificates, or Notice of Guaranteed Delivery, duly completed, are received by CIBC Mellon
Trust Company by the Expiry Time.
The Depositary for the Offer is:
CIBC MELLON TRUST COMPANY
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By Mail
P.O. Box 1036
Adelaide Street Postal Station
Toronto, ON M5C 2K4
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By Registered Mail, by Hand or by Courier
199 Bay Street
Commerce Court West
Securities Level
Toronto, ON M5L 1G9 |
Telephone: (416) 643-5500
Toll Free: 1-800-387-0825
E-Mail: inquiries@cibcmellon.com
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements regarding Incos offer to purchase all of the
common shares of Falconbridge Limited and regarding Incos proposed plan of arrangement with Phelps
Dodge, including statements regarding the consideration payable pursuant to Incos increased offer
for Falconbridge and the proposed plan of arrangement involving Inco and Phelps Dodge, the outlook
for nickel and copper prices in the near and long term, the future demand for nickel and copper,
the possibility of achieving synergies among Inco, Falconbridge and Phelps Dodge and the
profitability and cash-generation potential of each of Inco, Falconbridge and Phelps Dodge. Actual
results and developments may differ materially from those contemplated by these statements
depending on, among others, the risks that Inco will not be able to obtain the required approvals
or clearances from regulatory agencies and bodies on a timely basis, or divestitures or other
remedies required by regulatory agencies may not be acceptable or may not be completed in a timely
manner, the risk that Incos Offer will be unsuccessful for any reason, the risk that the
Inco-Phelps Dodge arrangement transaction will be unsuccessful for any reason and the other risk
factors listed from time to time in Incos and Falconbridges reports filed with the U.S.
Securities and Exchange Commission. The forward-looking statements included in this release
represent Incos
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views as of the date of this release. While Inco anticipates that subsequent events and
developments may cause its views to change, it specifically disclaims any obligation to update
these forward-looking statements. These forward-looking statements should not be relied upon as
representing its views as of any date subsequent to the date of this release.
Important Legal Information
This communication may be deemed to be solicitation material in respect of Incos proposed
combination with Falconbridge. Inco filed with the U.S. Securities and Exchange Commission (the
SEC), on October 24, 2005 and July 14, 2006, registration statements on Form F-8, which include
Incos offer and take-over bid circular, and has filed amendments thereto, which include notices of
extension and variation, and will file further amendments thereto as required, in connection with
the proposed combination with Falconbridge. The offer and take-over bid circular and the notices
of variation and extension have been sent to shareholders of Falconbridge Limited. Inco has also
filed, and will file (if required), other documents with the SEC in connection with the proposed
combination. Falconbridge has filed a Schedule 14D-9F in connection with Incos offer and has
filed, and will file (if required), amendments thereto and other documents regarding the proposed
combination, in each case with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ INCOS SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 THAT INCO FILED WITH THE SEC ON MAY 31, 2006, AND ANY AMENDMENTS INCO MAY FILE
THERETO, AS IT CONTAINS, AND SUCH AMENDMENTS, IF ANY, WILL CONTAIN, IMPORTANT INFORMATION REGARDING
TECK COMINCOS PROPOSED COMBINATION WITH INCO.
This communication is not a solicitation of a proxy from any security holder of Inco or Phelps
Dodge in respect of Incos proposed combination with Phelps Dodge. Inco intends to file a
Management Information Circular regarding the proposed combination with the securities commissions
or equivalent regulatory authorities in Canada and to provide the Management Information Circular
to Inco shareholders and Phelps Dodge has filed a preliminary Proxy Statement on Schedule 14A
regarding the proposed combination with the SEC. WE URGE INVESTORS TO CAREFULLY READ THE
MANAGEMENT INFORMATION CIRCULAR, AND ANY AMENDMENTS INCO MAY FILE THERETO, WHEN IT BECOMES
AVAILABLE BECAUSE IT, AND ANY SUCH AMENDMENTS, IF ANY, WILL CONTAIN IMPORTANT INFORMATION ABOUT
INCO, PHELPS DODGE AND THE PROPOSED COMBINATION. WE URGE INVESTORS TO CAREFULLY READ THE PROXY
STATEMENT, AND ANY AMENDMENTS PHELPS DODGE MAY FILE THERETO,
BECAUSE IT AND SUCH AMENDMENTS, IF ANY, WILL CONTAIN IMPORTANT INFORMATION ABOUT INCO, PHELPS DODGE
AND INCOS PROPOSED COMBINATION WITH PHELPS DODGE.
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Inco, Phelps Dodge and their executive officers and directors may be deemed to be participants in
the solicitation of proxies from Inco and Phelps Dodge security holders in favor of Incos proposed
combination with Phelps Dodge. Information regarding the security ownership and other interests of
Incos and Phelps Dodges executive officers and directors will be included in the Management
Information Circular and Proxy Statement, respectively.
Investors and security holders may obtain copies of the offer and take-over bid circular, the
notices of variation and extension, the registration statements, the Solicitation/Recommendation
Statement and Incos, Falconbridges and Phelps Dodges other public filings made from time to time
by Inco, Falconbridge and Phelps Dodge with the Canadian Securities Regulators, at www.sedar.com,
and with the SEC at the SECs web site, www.sec.gov, free of charge. The proxy statement may also
be obtained free of charge at www.sec.gov and the Management Information Circular (when it becomes
available) may also be obtained free of charge at www.sedar.com. In addition, the offer and
take-over circular and the other disclosure documents may be obtained free of charge by contacting
Incos media or investor relations departments.
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July 26, 2006
IN 06/40
For further information:
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Media Relations: |
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Steve Mitchell (416) 361-7950 |
Investor Relations: |
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Sandra Scott (416) 361-7758 |
or www.inco.com