Filed
by
Barrick Gold Corporation
This
communication is filed pursuant to Rule 425 under The Securities Act of 1933,
as
amended.
Subject
Company: Placer Dome Inc.
Commission
File Number: 1-9059
Date:
November 1, 2005
*
Delivering
Value…
From
Assets, People &
Projects
Projects
Delivering
Value…
From
Assets, People &
Projects
Projects
October
31, 2005
*
FORWARD
LOOKING
STATEMENTS
Certain
information
included in this presentation, including any information as to our future
financial or operating
performance and other statements that express management's expectations or estimates of future performance,
constitute "forward-looking statements." The words "expect", "will", “intend”, “estimate” and similar expressions
identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates
and assumptions that, while considered reasonable by management are inherently subject to significant business,
economic and competitive uncertainties and contingencies. The Company cautions the reader that such
forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the
actual financial results, performance or achievements of Barrick to be materially different from the Company's
estimated future results, performance or achievements expressed or implied by those forward-looking statements and
the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other factors
include, but are not limited to: changes in the worldwide price of gold or certain other commodities (such as fuel and
electricity) and currencies; ability to successfully integrate acquired assets; legislative, political or economic
developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in
connection with mining or development activities; the speculative nature of gold exploration and development,
including the risks of diminishing quantities or grades of reserves; and the risks involved in the exploration,
development and mining business. These factors are discussed in greater detail in the Company’s most recent Form
40-F/Annual Information Form on file with the US Securities and Exchange Commission and Canadian provincial
securities regulatory authorities.
performance and other statements that express management's expectations or estimates of future performance,
constitute "forward-looking statements." The words "expect", "will", “intend”, “estimate” and similar expressions
identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates
and assumptions that, while considered reasonable by management are inherently subject to significant business,
economic and competitive uncertainties and contingencies. The Company cautions the reader that such
forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the
actual financial results, performance or achievements of Barrick to be materially different from the Company's
estimated future results, performance or achievements expressed or implied by those forward-looking statements and
the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other factors
include, but are not limited to: changes in the worldwide price of gold or certain other commodities (such as fuel and
electricity) and currencies; ability to successfully integrate acquired assets; legislative, political or economic
developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in
connection with mining or development activities; the speculative nature of gold exploration and development,
including the risks of diminishing quantities or grades of reserves; and the risks involved in the exploration,
development and mining business. These factors are discussed in greater detail in the Company’s most recent Form
40-F/Annual Information Form on file with the US Securities and Exchange Commission and Canadian provincial
securities regulatory authorities.
The
Company
disclaims any intention or obligation to update or revise any forward-looking
statements whether as a
result of new information, future events or otherwise.
result of new information, future events or otherwise.
ADDITIONAL
DISCLOSURE
Barrick
plans to
file with the U.S. Securities and Exchange Commission a Registration
Statement
on Form F-8, which
will include Barrick’s offer and take-over bid circular. Investors and security holders are urged to read the offer and
take-over bid circular, regarding the proposed business combination transaction referred to in the foregoing
information, when these documents become available, because they will contain important information. Investors may
obtain a free copy of the offer and take-over bid circular when they become available and other documents filed by
Barrick with the SEC at the SEC’s website at www.sec.gov. The prospectus and these other documents may also be
obtained for free, once they have been mailed, on Barrick’s web site or by directing a request to Barrick’s media or
investor relations department.
will include Barrick’s offer and take-over bid circular. Investors and security holders are urged to read the offer and
take-over bid circular, regarding the proposed business combination transaction referred to in the foregoing
information, when these documents become available, because they will contain important information. Investors may
obtain a free copy of the offer and take-over bid circular when they become available and other documents filed by
Barrick with the SEC at the SEC’s website at www.sec.gov. The prospectus and these other documents may also be
obtained for free, once they have been mailed, on Barrick’s web site or by directing a request to Barrick’s media or
investor relations department.
Important
Information
*
Gregory
Wilkins
President
and
C.E.O.
Peter
Kinver
Executive
Vice
President
and
C.O.O.
Jamie
Sokalsky
Executive
Vice
President
and
C.F.O.
Alex
Davidson
Executive
Vice
President
Exploration
and
Corporate
Development
Patrick
Garver
Executive
Vice
President,
General
Counsel
Participants
*
Barrick
Offers to Acquire Placer Dome
Barrick
Announces Share and Cash Offer
for Placer Dome Inc. at Value of US$9.2
billion
for Placer Dome Inc. at Value of US$9.2
billion
Separate
agreement provides for sale to
Goldcorp of certain Placer Dome assets
and interest in a development project for
approximately US$1.35 billion in cash
Goldcorp of certain Placer Dome assets
and interest in a development project for
approximately US$1.35 billion in cash
*
(1)
All amounts in US dollars
Goldcorp
agreement to buy Placer Dome’s
Canadian assets, La Coipa, and 40% of Pueblo
Viejo for approximately $1.35 billion in cash
Canadian assets, La Coipa, and 40% of Pueblo
Viejo for approximately $1.35 billion in cash
Sale
of
Assets
Assets
Minimum
2/3 tender condition
35
day take-over bid
Structure
Assuming
full pro ration $2.65 per share in cash and
0.6562 Barrick shares
0.6562 Barrick shares
— Maximum Barrick shares 303 million
— Maximum cash $1.224 billion
$20.50
per Placer Dome share in cash or 0.7518
Barrick shares + $0.05 per share in cash
Barrick shares + $0.05 per share in cash
Offer
Price
Transaction
Summary(1)
*
Acquisition
Highlights
n
Creates
value for Barrick and Placer Dome
shareholders
shareholders
n
Strength,
breadth and scale to capitalize on industry
opportunities
opportunities
n
Accretive
to NAV, and to earnings per share and cash
flow per share
flow per share
n
Increases
gold reserves, resources and production per
Barrick share
Barrick share
n
Consolidates
gold industry’s unrivalled suite of projects
and prospective exploration properties
and prospective exploration properties
n
Financial
strength and proven development capabilities
n
Anticipated
transaction synergies of approximately
$240 million(1) per year identified to date
$240 million(1) per year identified to date
(1)
Barrick / Goldcorp combined
*
(1)
Based
on average of street estimates adjusted for synergies
(2)
Company
estimates, adjusted for sale of assets to Goldcorp
(3)
Company
2004 Annual Reports, adjusted for 2005 updates and sale of assets
to
Goldcorp
Goldcorp
(4)
Includes
gold equivalent copper calculated at $450/oz. gold and $1.20/lb.
copper
0
10
20
30
40
15%
137%
22%
12%
NAV
(1)
2005E
Prod.
(2,4)
P&P
Reserves
(3,4)
M+I
Resources
(3,4)
Value
Creation for Barrick Shareholders
Increase
in reserves, resources and production per
share
share
*
Value
Creation for Barrick Shareholders
0
50
100
150
200
Gold
/
Barrick
Gold
/ Placer
Dome
Gold
equivalent
copper (calculated at $450 gold and $1.20 copper)
71.1
92.2
89.1
17.4
22.8
60.7
17.4
Barrick
Pro
Forma
Newmont
Barrick
Placer
Dome
Anglogold
Ashanti
Gold
Fields
Harmony
Goldcorp Pro Forma
Kinross
19.4
54.1
64.8
78.9
89.1
88.5
115.0
27.0
167.2
12.5
10.4
4.1
Source:
Company reserve statements and subsequent updates
149.8
Pro
forma gold reserves (millions
of ounces)
*
Value
Creation for Barrick Shareholders
6.5
0.4
0.9
2.9
5.4-5.5
1.0
0
2
6
8
10
Gold
/
Barrick
Gold
/ Placer
Dome
1.6
3.0
5.4-5.5
6.2
2.3
4.6
7.4
9.3-9.4
Gold
equivalent
copper (calculated at $450 gold and $1.20 copper)
0.7
1.2
3.6
1.0
4
4.3
Source:
Company guidance
Barrick
Pro
Forma
Newmont
AngloGold
Ashanti
Barrick
Placer
Dome
Gold
Fields
Harmony
Goldcorp
Pro
Forma
Kinross
2005E
pro forma gold production (millions
of ounces)
*
$225
$264
$282
$287
$306*
0
100
200
300
Gold
Fields
Placer
Dome
AngloGold
Ashanti
Newmont
Barrick
Pro
Forma
Barrick
$246
n
Remains
lowest cost of the senior producers
n
Proximity
of operating assets improves cost mitigation
opportunities
opportunities
Source:
Company guidance
*
Gold Fields F2006E (June – June)
Value
Creation for Barrick Shareholders
2005E
pro forma total equity cash costs (US$
per ounce)
*
Buzwagi
Pascua-Lama
Cortez
Hills
Cowal
Tulawaka
East
Archimedes
Lagunas
Norte
Cerro
Casale(1)
Veladero
Beyond
2009
2009
2008
2007
2006
2005
Pueblo
Viejo
Barrick
Placer
Dome
Donlin
Creek
Kabanga
(1)
Placer Dome announced agreement in principle to sell its interest to
Arizona
Star
and Bema Gold
and Bema Gold
Value
Creation for Barrick Shareholders
Unrivalled
pipeline of projects
*
Gold
Equivalent
Reserves & Resources
Reserves & Resources
2005E
Production
Barrick
Pro
Forma
Barrick
Pro
Forma
42.1%
15.9%
14.0%
28.0%
North
America
South
America
Australasia
Tanzania
South
Africa
2.4%
35.6%
13.9%
13.8%
8.3%
28.4%
21.0%
30.0%
7.0%
39.6%
22.5%
17.4%
7.4%
52.7%
Value
Creation for Barrick Shareholders
Maintains
balanced geographic diversification
*
|
Billions
of US dollars
|
Barrick
|
Placer
Dome
|
Pro
Forms(1)
|
|
Revenue
|
2.1
|
1.9
|
3.7
|
|
EBITDA(2)
|
0.7
|
0.4
|
1.0
|
|
Cash
Position(3)
|
1.1
|
1.1
|
2.4
|
|
Net
Debt (4)
|
0.7
|
0.2
|
0.7
|
n Financial
strength to develop gold projects on a global scale without equity
dilution
n Pro
forma market capitalization of $21.8 billion(5)
(1) Pro
forma totals adjusted for assets to be sold to Goldcorp and assuming
cash
proceeds of $0.2 billion
from the exercise of in-the-money stock options
from the exercise of in-the-money stock options
(2) Excludes
writedowns on mining assets, equity in investees and cumulative
effect of
changes in
accounting principles.
accounting principles.
(3) Includes
restricted cash held by Placer Dome of $0.2 billion
(4) Net
debt excludes the impact of temporary financing for the $1.2 billion
cash
component, which will be
repaid on closing of the sale of assets to Goldcorp
repaid on closing of the sale of assets to Goldcorp
(5) Combined
market capitalization of Barrick and Placer Dome based on October
28, 2005
closing prices
Value
Creation for Barrick Shareholders
Financial
strength to accelerate development
Twelve months ended September 30, 2005
Twelve months ended September 30, 2005
*
Mines
Projects
Dome
Placer
Projects
Mines
Barrick
Value
Creation for Barrick Shareholders
The
combined operations and projects can be
efficiently integrated into Barrick’s existing Regional
Business Units
efficiently integrated into Barrick’s existing Regional
Business Units
*
n
Strength,
breadth and scale to capitalize on industry
opportunities
opportunities
n
Experience
gained and track record in construction of
eight major development projects in last ten years
eight major development projects in last ten years
n
Operations
excellence as the lowest cost senior gold
producer
producer
n
World-class
exploration team with successful track
record
record
n
Combined
technical excellence to improve operations,
development projects and exploration targets
development projects and exploration targets
n
Ability
to extract significant synergies through past
experience and Regional Business Unit structure
experience and Regional Business Unit structure
Value
Creation for Barrick Shareholders
Proven
management capability to acquire, integrate
and optimize value of combined assets
and optimize value of combined assets
*
Value
Creation for Barrick Shareholders
Annual
estimated Barrick synergies of approximately
$200 million expected from:
$200 million expected from:
Operations
§
Optimize
and share mining and processing infrastructure in
Nevada, Australia and Tanzania
Nevada, Australia and Tanzania
§
Reduce
energy costs and inventory levels through joint
infrastructure
infrastructure
§
Implement
combined best practices at all locations
Exploration
§
Consolidate
land position on most prospective belts
§
Prioritize
exploration projects pipeline
Procurement
§
Generate
savings from improved purchasing power
G&A
§
Eliminate
duplication of offices and overheads in all regions
§
Shared
business services
*
Value
Creation for Barrick Shareholders
Finance
and Tax
§
Realize
jurisdictional tax synergies
§
Overall
lower cost of capital
§
Debt
optimization
Additional
Capital Synergies
§
Transfer
development teams, equipment, and knowledge
base through sequential development of project pipeline
base through sequential development of project pipeline
§
Pipeline
of projects allows in-house management of EPCM
contracts
contracts
Additional
expected Goldcorp synergies of
approximately
$30 - $40 million per annum
approximately
$30 - $40 million per annum
*
Value
Creation for Barrick Shareholders
Significant
exploration opportunities
n
Substantial
reserve and resource base in stable
geo-political regions
geo-political regions
n
Dominant
land position on the most prospective
ground in both companies’ core districts (Nevada,
Frontera, Tanzania and Australia)
ground in both companies’ core districts (Nevada,
Frontera, Tanzania and Australia)
n
Combined
exploration expertise will create stronger
team
team
n
Ability
to expand exploration efforts in developing
regions
regions
n
Enhanced
R&D capabilities in exploration
technologies
technologies
*
Goldstrike
Round
Mountain
RENO
Marigold
C
A L I F O R N I
A
UTAH
Power
Plant
Turquoise
Ridge
Nevada
– Exploration Potential
0
km
100
200
300
400
500
*
Bulyanhulu
Kabanga
Buzwagi
Tulawaka
North
Mara
Tanzania
– Exploration Potential
0
km
100
200
300
400
500
*
Perth
Darlot
Plutonic
Western
Australia – Exploration Potential
0
km
100
200
300
400
500
*
A
R G E N T I N
A
C
H I L
E
Cerro
Casale
Pascua-Lama
Veladero
La
Serena
Chile
/ Argentina – Exploration Potential
0
km
100
200
300
400
500
Zaldivar
200km
Frontera
District
*
Value
Creation for Placer Dome Shareholders
n
Offer
represents an approximate 27% premium to
the average closing price over the past ten days
the average closing price over the past ten days
–
13%
of the offer price in cash
n
Placer
Dome shareholders will own 35% of the new
Barrick on a fully diluted basis
Barrick on a fully diluted basis
–
Opportunity
to receive a significant premium and
participation in an enhanced gold equity
participation in an enhanced gold equity
n
Increased
scale and capability to maximize value of
development projects and key exploration districts
development projects and key exploration districts
*
Execution
timing – no shareholder votes required
All-Canadian
bid – no Investment Canada approval
Strong
partner in Goldcorp results in additional
transaction synergies
transaction synergies
Asset
sales by Canadian bidder to Canadian
partner are tax efficient
partner are tax efficient
Lower
on-going tax rate for purchaser domiciled in Canada
Ability
to manage and reduce hedge position effectively
Significant
cash component in bid
The
Barrick / Goldcorp Advantage
Benefits
of Barrick and Goldcorp transaction
structure
structure
*
Acquisition
Highlights
n
Accretive
to NAV, and to earnings per share and cash flow
per share
per share
n
Strength,
breadth and scale to capitalize on industry
opportunities
opportunities
n
Increases
gold reserves, resources and production per
Barrick share
Barrick share
n
Consolidates
gold industry’s unrivalled suite of projects
and prospective exploration properties
and prospective exploration properties
n
Financial
strength and proven development capabilities
n
Anticipated
transaction synergies of approximately
$240 million(1) per year identified to date
$240 million(1) per year identified to date
n
Creates
compelling value for Barrick and Placer Dome
shareholders
shareholders
(1)
Barrick / Goldcorp combined