Noranda and Falconbridge merge  

Date Closed: 3/09/2005

Value: Undisclosed

On March 9, 2005, Noranda Inc. announced an all-encompassing plan to combine Noranda and Falconbridge Ltd. to create one of North America’s largest base-metals companies. The transaction was proposed to help resolve the dual public ownership structure of Noranda and Falconbridge, and brought Noranda’s strategic alternatives review process to a close. The combination was unanimously recommended by the independent directors of Falconbridge and was effected by way of a share exchange take-over bid in which each Falconbridge shareholder other than Noranda was offered 1.77 Noranda shares for each Falconbridge share. The offer represented a 15 per cent premium to the 20-day average share price for the period ending March 7, 2005. Approximately 58 million Falconbridge common shares were validly deposited under the bid, representing 78 per cent of the shares held by minority shareholders, and Noranda took up the shares on May 6, 2005. Noranda completed its combination with Falconbridge on June 30, 2005 by way of an amalgamation with Falconbridge with the name of the combined company being Falconbridge Ltd.

Frank Allen, Dyana McLellan and Paul Simon of BLG acted for the Independent Committee of the Board of Directors of Noranda.