19.03.2007 13:57:00
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Freeport-McMoRan Copper & Gold Inc. Completes Acquisition of Phelps Dodge Corp. Creating World's Largest Publicly Traded Copper Company
Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) today announced that it
has completed its acquisition of Phelps Dodge Corporation (NYSE: PD),
creating the world’s largest publicly traded
copper company.
In this $26 billion transaction, Phelps Dodge shareholders received $88
in cash ($18 billion in total) and 0.67 of a share of FCX’s
common stock (137 million shares in total), equivalent to a value of
$128.68 per Phelps Dodge share based on the closing price of FCX’s
common stock on March 16, 2007. FCX currently has approximately 334
million shares outstanding.
James R. Moffett, Chairman of the Board of FCX, said: "The
new FCX will benefit from a diverse portfolio of proven assets, an
attractive growth profile and an exciting portfolio of exploration
targets. We are highly enthusiastic about the asset base created
by this leading copper producer.” Richard C. Adkerson, FCX’s Chief Executive
Officer, said: "We are pleased
to combine the assets of two great companies in the largest transaction
in the history of the metals and mining industry. These assets
will deliver significant copper volumes to an attractive market place,
providing substantial cash flows that will enable us to invest in growth
projects and reduce debt rapidly. We look forward to the
opportunities that this highly attractive transaction provides our
shareholders.”
The new FCX will be an international mining industry leader based in
North America with large, long-lived, geographically diverse assets and
significant proven and probable reserves of copper, gold and molybdenum.
FCX has one of the most dynamic portfolios of operating, expansion and
growth projects in the copper mining industry.
MANAGEMENT TEAM AND BOARD OF DIRECTORS
James R. Moffett will continue as Chairman of FCX and Richard C.
Adkerson will continue as FCX's Chief Executive Officer. Timothy R.
Snider, previously President and Chief Operating Officer at Phelps
Dodge, has been named President and Chief Operating Officer of FCX.
Kathleen L. Quirk has been named Executive Vice President and will
continue as Chief Financial Officer and Treasurer of FCX. Michael J.
Arnold has been named Executive Vice President and will continue to
serve as FCX's Chief Administrative Officer. Mark J. Johnson will
continue as Senior Vice President and Chief Operating Officer of FCX's
Indonesian operations.
FCX also announced today the election of three former directors of
Phelps Dodge Corporation to its Board of Directors: General Charles C.
Krulak, Jon C. Madonna and Dustan E. McCoy.
J. Steven Whisler, Chairman and Chief Executive Officer of Phelps Dodge
will retire after more than 30 years of service to the Phelps Dodge
organization and Ramiro G. Peru, Chief Financial Officer of Phelps
Dodge, has elected to retire after a 27-year career with Phelps Dodge.
These individuals should be congratulated for their successful careers
and valued contributions to the Phelps Dodge organization.
EXCHANGE OF PHELPS DODGE COMMON SHARES
Effective as of the close of trading today, Phelps Dodge's common stock
(NYSE: PD) will no longer trade. Phelps Dodge’s
registered shareholders will receive information from Mellon Investor
Services (1-800-279-1240) regarding the exchange of their Phelps Dodge
common shares. Phelps Dodge’s shareholders
holding through a broker or bank should receive information regarding
the exchange of their Phelps Dodge common shares from the broker or bank.
FCX is an international mining industry leader based in North America
with large, long-lived, geographically diverse assets and significant
proven and probable reserves of copper, gold and molybdenum. FCX has one
of the most dynamic portfolios of operating, expansion and growth
projects in the copper mining industry. The Grasberg mine, the world’s
largest copper and gold mine in terms of reserves, is the company’s
key asset. FCX also operates significant mining operations in North and
South America and is developing the world-class Tenke Fungurume project
in the Democratic Republic of Congo. Additional information on FCX is
available on our web site, www.fcx.com.
Cautionary Statement: This press release contains
forward-looking statements in which we discuss factors we believe may
affect our performance in the future. Forward-looking statements
are all statements other than historical facts. Accuracy of those
statements depends on assumptions about events that change over time and
is thus susceptible to periodic change based on actual experience and
new developments. FCX cautions readers that it assumes no
obligation to update or publicly release any revisions to the
forward-looking statements in this press release and, unless required by
applicable law, does not intend to update or otherwise revise its
forward-looking statements more frequently than quarterly, if at all. Additionally, important factors that might cause future results to
differ from current expectations include mine sequencing, production
rates, industry risks, commodity prices, political risks, results of
exploration and development efforts, weather-related risks, currency
translation risks and other factors described in FCX's registration
statement on Form S-4/A filed with the Securities and Exchange
Commission on February 12, 2007.
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