This excerpt taken from the HMY 6-K filed Feb 25, 2005.
Proposed Merger Jeopardised After Competition Tribunal Pre-Hearing
Harmony confirmed today that the Competition Tribunal set dates to hear submissions with regard to Harmonys proposed merger with Gold Fields. Harmony requested that the hearing be held as soon as possible with Advocate David Unterhalter requesting that the proceedings have some regard for commercial reality
However the Competition Tribunal has decided that the matter should not be heard until the 3rd, 4th, 5th and 6th May which may mean that Harmonys subsequent offer will lapse on 18 March unless the SRP consents to a further extension of the time period for the obtaining of South African Competition Authority approval.
In addition, this decision also jeopardises the status of the entire offer because of the proximity of these dates to the expiry on 20 May 2005 of Norilsks irrevocable undertaking to Harmony to tender into Harmonys subsequent offer.
Commenting on the decision, Harmony CE, Bernard Swanepoel said, Obviously we are surprised and disappointed that the Tribunal cannot see a way to hold these hearings earlier. Many Gold Fields shareholders will be unwilling to tender into the subsequent offer with this remaining condition hanging over it. We will be engaging in discussions with Norilsk over this development but we have no guarantee that Norilsks undertaking will be extended.
Throughout the offer Gold Fields management has spent considerable amounts of Gold Fields shareholders money on legal actions aimed solely at depriving its own shareholders of the opportunity to decide for themselves on Harmonys offers.
While we are working with our own advisers to provide Gold Fields shareholders with the right to decide, it is clear that the timing of the hearing is not in the interests of Gold Fields shareholders.
We still believe that our proposal to merge the companies will extend the lives of Gold Fields mines, provide the necessary consolidation for the industry and create significant value for both sets of shareholders.