Filed by Teck Cominco Limited
This communication is filed pursuant to Rule 425 under the Securities
Act of 1933, as amended
Subject Company: Inco Limited
Commission File Number :333-134390
Date: June 7, 2006
[GRAPHIC]
The newteckcominco
[LOGO]
VANCE
SVP Corporate Development
[LOGO]
Forward Looking Information
This presentation contains certain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as plans, expects or does not expect, is expected, budget, scheduled, estimates, forecasts, intends, anticipates or does not anticipate, or believes, or variation of such words and phrases or state that certain actions, events or results may, could, should, would, might or will be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Teck Cominco or Inco to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements include estimates, forecasts, and statements as to managements expectations with respect to, among other things, business and financial prospects, financial multiples and accretion estimates, the size and quality of the companys development projects, mineral reserves and mineral resources, including after its proposed acquisition of Inco, future trends, plans, strategies, objectives and expectations, including with respect to future operations, products, services and projects for the company, including following its proposed acquisition of Inco, the proposed integration of management of the company and Inco, progress in development of mineral properties, future production, capital and mine production costs, demand and market outlook for commodities, future commodity prices and treatment and refining charges, the application of the companys CESL technology in Incos operations, timing for listing Teck Comincos Class B subordinate voting shares on the NYSE, expected synergies and cost savings, from the proposed acquisition of Inco, including the timing thereof and the financial results, cash flows and operations of the company and Inco, including following the companys proposed acquisition of Inco. These forward-looking statements involve numerous assumptions, risks and uncertainties and actual results may vary materially.
These statements are based on a number of assumptions, including, but not limited to, assumptions regarding general business and economic conditions, interest rates, the supply and demand for, deliveries of, and the level and volatility of prices of nickel, cobalt, platinum group metals, zinc, copper, coal and gold and other primary metals and minerals as well as oil, natural gas and petroleum products produced by Teck Cominco and Inco, the timing of the receipt of regulatory and governmental approvals for Teck Comincos and Incos development projects and other operations, the availability of financing for Teck Comincos and Incos development projects on reasonable terms, Teck Comincos and Incos respective costs of production and their respective production and productivity levels, as well as those of their competitors, power prices, market competition, the accuracy of Teck Comincos and Incos reserve estimates (including, with respect to size, grade and recoverability) and the geological, operational and price assumptions on which these are based, the realization of synergies, transaction costs, and the future financial performance of the company and Inco. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause actual results to differ materially.
Factors that may cause actual results to vary include, but are not limited to: the Teck Cominco Class B subordinate voting shares issued in connection with the proposed acquisition may have a market value lower than expected, the businesses of Teck Cominco and Inco may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected, the expected combination benefits and synergies and cost savings from the Teck Cominco/Inco transaction may not be fully realized or not realized within the expected time frame, the possible delay in the completion of the steps required to be taken for the eventual combination of the two companies, including the possibility that approvals or clearances required to be obtained from regulatory and other agencies and bodies will not be obtained in a timely manner, business and economic conditions in the principal markets for the companies products, the supply, demand, and prices for metals to be produced, changes in commodity and power prices, changes in interest and currency exchange rates, inaccurate geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral reserves and resources), unanticipated operational difficulties (including failure of plant, equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters), political risk, social unrest, changes in general economic conditions or conditions in the financial markets and other risk factors related to the mining and metals industry as detailed from time to time in Teck Comincos and Incos reports filed with the US Securities and Exchange Commission (SEC).
Certain of these risks are described in more detail in the annual information form of the company and in public filings with the SEC. The company does not assume the obligation to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.
Important Notice
This presentation may be deemed to be solicitation material in respect of Teck Comincos proposed tender offer for the shares of Inco. On May 23, 2006, Teck Cominco filed the following documents with the Securities and Exchange Commission (SEC) in connection with its offer to purchase all of the outstanding common shares of Inco: (1) a Registration Statement on Form F-10 (containing an offer to purchase and a share take-over bid circular) and (2) a tender offer statement on Schedule T-O.
Investors and shareholders are urged to read the Registration Statement, the Schedule T-O and any other relevant documents filed or that will be filed with the SEC when they become available because they will contain important information about the tender offer. These documents will be available without charge on the SECs web site at www.sec.gov and may be obtained without charge from the SEC at telephone number 800-SEC-0330. Free copies of these documents can also be obtained by directing a request to Teck Cominco, 600-200 Burrard St. Vancouver British Columbia Canada, V6C 3L9, attention Corporate Secretary, by telephone to (604)687-1117, or by email to: info@teckcominco.com.
Terms of the Transaction
Offer Price: |
|
C$78.50 in cash or 0.9776 Teck Cominco Class B shares + C$0.05 cash per Inco share |
||
|
|
|
Maximum of C$6.4 B in cash |
|
|
|
|
Maximum of 143 M shares |
|
|
|
|
Assuming full pro ration, C$28 cash and 0.6293 Teck Cominco Class B shares per Inco share |
|
|
|
|||
Structure: |
|
Minimum 60-day Takeover Bid |
||
|
|
|||
Key |
|
Minimum 2/3 tender |
||
Conditions: |
|
Inco / Falconbridge transaction & support agreement lawfully terminated or expired |
||
|
|
Inco rights plan shall have been terminated |
||
|
|
Regulatory approvals |
||
|
|
|||
Listing: |
|
Teck Cominco to list on NYSE |
||
Deal Highlights
Market Leader in Zinc, Nickel & Metallurgical Coal
Copper/Moly, Gold, PGMs, Specialty Metals
Well-Positioned to Finance Growth
Cost Savings of $150 M in 1st Year
Immediately Accretive to Teck Cominco Cash Flow
Well Respected Management Team
Much Better Deal for Inco Shareholders
Our Offer for Inco is Full and Fair
Tecks offer for Inco compares very favorably to recent precedent transactions based on the multiple of trailing EBITDA, cash flow and earnings(1) paid
[CHART]
Source: Company disclosure.
(1). Excludes the CVRD/Canico transaction because Canico did not generate meaningful earnings or cash flow.
Relative Stock & Commodity Price Performance
Relative Performance
5-May-2006 to 31-May-2006
[CHART]
Relative Performance
5-May-2006 to 31-May-2006
[CHART]
Source: Bloomberg
Note: |
Big 3 includes BHP, Anglo American and Rio Tinto (market capitalization weighted index) |
|
Peers includes CVRD, Phelps Dodge and Southern Copper(market capitalization weighted index) |
Since the announcement of Tecks bid for Inco, base-metal companies not involved in M&A activity have traded down significantly
in spite of continued rising commodity prices
Teck Bid Driving Inco Trading Price
[CHART]
|
|
|
|
|
|||||||||
|
|
|
|
Teck |
|
Inco |
|
Teck Bid |
|
||||
|
|
|
|
Bid Value |
|
Price |
|
Premium |
|
||||
Pre-announcement Premium |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
20 |
% |
||||
Pre-announcement premium Calculated as at May 5, 2006 |
|
Spot: |
|
$ |
78.50 |
|
$ |
65.38 |
|
$ |
13.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28 |
% |
|
|
|
30-Day VWAP: |
|
$ |
78.50 |
|
$ |
61.38 |
|
$ |
17.12 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Likely Unaffected Value/Premium |
|
|
|
|
|
|
|
|
|
||||
Description: |
|
|
|
|
|
|
|
|
|
||||
Adjust Inco share price according to average performance of Big 3 (Rio Tinto, BHP, Anglo American) since May 5, 2006 |
|
|
|
|
|
|
|
|
|
||||
Assumptions: |
|
|
|
|
|
|
|
25 |
% |
||||
Average Big 3 Price Performance Since May 5 |
|
(11 |
)% |
$ |
72.11 |
* |
$ |
57.88 |
|
$ |
14.23 |
|
|
Inco unaffected price (May 5, 2006) |
|
$ |
65.38 |
|
|
|
|
|
|
|
|||
Price Adjustment |
|
$ |
(7.50 |
) |
|
|
|
|
|
|
|||
Adjusted Inco Price |
|
$ |
57.88 |
|
|
|
|
|
|
|
* Value of Teck Bid based on May 30 closing price of $70.85 (assuming full pro ration).
Why Nickel?
Excellent Market Fundamentals
DEMAND
Emergence of middle class in China driving demand for stainless steel
65% of worlds nickel in stainless steel
Possible 17% annual growth in Chinas demand for nickel*
SUPPLY
Large-scale nickel resources relatively rare
Inco positioned in most major districts
Resources can be expanded to meet market demand
*Source: Inco
An Ideal Fit
[LOGO]
[LOGO]
Extensive Financial Resources
Incos Portfolio of Development Projects
Expanded Diversification
Long-Life Resources
Superior Operating Strength
Increased Efficiency & Competitiveness
Extensive Financial Resources
Deploying financial resources into value generating assets
Strong balance sheet
Increasing cash flow
$1.7 B in 2005
$461 M in Q1, 2006 |
[GRAPHIC] |
An Ideal Fit
Extensive Financial Resources
Incos Portfolio of Development Projects
Expanded Diversification
Long-Life Resources
Superior Operating Strength
Increased Efficiency & Competitiveness
Incos Portfolio of Development Projects
PT INCO - Indonesia
2006 |
|
165 M lbs / year |
2009 |
|
200 M lbs / year |
GORO - New Caledonia
2008 |
|
38 M lbs / year |
2009 |
|
110 M lbs / year |
VOISEYS BAY - Labrador
2006 |
|
120-140 M |
|
|
lbs / year |
[GRAPHIC]
An Ideal Fit
Extensive Financial Resources
Incos Portfolio of Development Projects
Expanded Diversification
Long-Life Resources
Superior Operating Strength
Increased Efficiency & Competitiveness
Expanded Diversification
Teck Cominco Revenue Sources
TECK COMINCO
[CHART]
2005 Revenue: C$4.4 B
NEW TECK COMINCO
[CHART]
2005 PF Revenue: C$9.9 B
Source: Teck Cominco and Inco 2005 Annual reports
Note: New Teck Cominco amounts calculated by applying average 2005 US$/C$ exchange rate to Inco revenues
An Ideal Fit
Extensive Financial Resources
Incos Portfolio of Development Projects
Expanded Diversification
Long-Life Resources
Superior Operating Strength
Increased Efficiency & Competitiveness
Long Life Resources
Key Competitive Advantage
|
Long-Life Low-Cost |
|
|
Resource Positions |
|
|
|
|
[LOGO] |
Red Dog |
|
|
|
An Ideal Fit
Extensive Financial Resources
Incos Portfolio of Development Projects
Expanded Diversification
Long-Life Resources
Superior Operating Strength
Increased Efficiency & Competitiveness
Superior Operating Strength
[GRAPHIC]
ANTAMINA Peru
[GRAPHIC]
RED DOG Alaska U.S.
Superior Operating Strength
[GRAPHIC]
FORT HILLS Alberta Canada (est. 2010)
An Ideal Fit
Extensive Financial Resources
Incos Portfolio of Development Projects
Expanded Diversification
Long-Life Resources
Superior Operating Strength
Increased Efficiency & Competitiveness
Combined Worldwide Operations
[GRAPHIC]
Preeminent Canadian - based Diversified Mining Company
[CHART]
Largest North American Diversified Mining Company
Enterprise Value of $32 B
CESL Hydrometallurgical Process
Teck Cominco patented technology for treating nickel & copper concentrates
Potential environmental & economic benefits for Inco
Voiseys Bay & Thompson
Potential model of environmental excellence
Attractive Development Timing
POSITIVE CASH FLOW*
[CHART]
CAPITAL SPENDING*
[CHART]
* Illustrative
Diversified Growth Pipeline
[CHART]
Major Global Player
#1 in Zinc production
#2 in Nickel
#1 by 2009
40% interest in #2 hard coking coal producer
Important Producer of Copper & Molybdenum
Interests in Gold, Silver, Platinum, Palladium, Cobalt & Specialty Minerals
Significant Participant in Canadian Oil Sands
Creating Real Shareholder Value
Potential Cost Savings & Synergies
G&A |
$85 M in immediate savings |
|
|
SUDBURY BASIN |
Targeting $75 M |
|
|
TAX |
Breadth of Canadian assets |
Shareholder Value
Relative Performance Vs. Mining Index
[CHART]
*S&P/TSX Capped Metals & Mining Index
Relative Share Price Performance
[CHART]
Shareholder Value
Cominco Shareholder Benefit
Shares have tripled in value since Cominco acquisition
Cash flow key factor in valuation
Forward looking capex strategy
[GRAPHIC]
Shareholder Value
Potential for Higher Valuation Multiple
[CHART]
Inco Shareholders
Immediate participation in strong zinc & coal markets
Increased exposure to strong copper market
Increased dividend yield
C$1.26 per existing Inco share assuming full pro ration
Over double current Inco payout rate
Valuable Gold Business
Annual production of 450,000 oz. early 2007
Organic growth opportunities in Chile & Turkey
Potential to rank with mid-tier North American gold producers
Unlock value of gold business
Value Creation
Teck Cominco Shareholders
Adds unique strength & market-leading position in nickel
Incos development assets contribute to steady cash flow growth
Strong cash-on-cash returns
Immediately accretive
Larger scale & financial strength enhance competitive position
Accelerate Growth in Value
Teck Cominco has Strong Track Record of Growth
|
|
2003 |
|
2005 |
|
||
|
|
|
|
|
|
||
REVENUE |
|
$ |
2.2 B |
|
$ |
4.4 B |
|
|
|
|
|
|
|
||
NET EARNINGS |
|
$ |
134 M |
|
$ |
1.3 B |
|
|
|
|
|
|
|
||
CASH FLOW FROM OPERATIONS |
|
$ |
314 M |
|
$ |
1.7 B |
|
|
|
|
|
|
|
||
FREE CASH FLOW |
|
$ |
150 M |
|
$ |
1.3 B |
|
Robust Financial Position
Cash: |
|
$ 3.2 B |
|
|
|
|
|
BRIDGE FACILITY: |
|
Fully Underwritten |
|
14 Consecutive
Years of
Investment Grade Ratings
|
S & P |
|
BBB |
|
MOODYs |
|
Baa2 |
|
DBRS |
|
BBB (high) |
Track Record of Financial Efficiency
Lean & Efficient Operation
|
|
S G & A |
|
|
|
|
|
[LOGO] |
|
C$89 M |
|
|
|
|
|
[LOGO] |
|
C$250 M |
|
Bring Established Financial Discipline
To the New Teck Cominco
Extraordinary Earnings Power
|
|
LTM to Q1 06 |
|
Q1 06 |
|
June 2 06 |
|
|||
Zinc ($/lb) |
|
$ |
0.73 |
|
$ |
1.02 |
|
$ |
1.64 |
|
Copper ($/lb) |
|
1.86 |
|
2.24 |
|
3.61 |
|
|||
Gold ($/oz) |
|
476 |
|
554 |
|
631 |
|
|||
Coal ($/tonne) |
|
114 |
|
122 |
|
107 |
|
|||
CAD / USD |
|
1.19 |
|
1.16 |
|
1.10 |
|
|||
Price Sensitivity
ZINC PRICE |
|
ANNUAL EARNINGS |
||
|
|
|
||
$0.01 |
|
= |
$10 M |
|
|
|
|
||
COPPER PRICE |
|
ANNUAL EARNINGS |
||
|
|
|
||
$0.01 |
|
= |
$4 M |
|
Overall Results Since End Q1/06
Almost $1 Billion Annual Earnings Power Increase
Conclusion
Create Canadian Mining Powerhouse |
Size & Diversity = Flexibility & Financial Strength |
Pursue Growth Opportunities |
Superior Operating Performance & Management |
Excellent Record of Managing Diverse Mining Projects |
Implement Best Practices & Technology |
Compelling Offer
Market Leader in Zinc, Nickel & Metallurgical Coal
Copper/Moly, Gold, PGMs, Specialty Metals
Well-Positioned to Finance Growth
Cost Savings of $150 M in 1st Year
Immediately Accretive to Teck Cominco Cash Flow
Well Respected Management Team
Much Better Deal for Inco Shareholders
Relative Share Price Performance
[CHART]
[GRAPHIC]
The new
[LOGO]