e425
 

(INCO LOGO)
Filed by Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 1-11284
Inco Limited Commission File No. 1-1143
Inco Limited Offers to Acquire Falconbridge
Conference Call
9:00 a.m. (Toronto time) Tuesday, October 11, 2005
You are invited to join Inco’s and Falconbridge’s senior management for a conference call at 9:00 a.m. (Toronto time) on Tuesday, October 11, 2005 during which they will outline the details of Inco’s offer to acquire Falconbridge. The media has been invited to join the call on a “listen only” basis. There will also be a simultaneous “listen only” webcast of the call through a third party webcasting service.
Conference Call
For North American participants, the teleconference phone in number is 1-800-215-6519. For overseas participants, the teleconference phone in number is 416-641-6450. To ensure your participation, please call about ten minutes before the conference call begins.
A recording of the conference call will be available until 11:59 p.m. (Toronto time) on October 25, 2005. To access the recording, please dial 1-800-558-5253 (if calling from outside North America please dial 416-626-4100) and enter the reservation number 21264826.
Webcast
The call will also be webcast through a third party webcasting service, CNW Group Ltd., by accessing their website, www.newswire.ca/webcast. To access the webcast, please ensure that your computer system meets certain minimum requirements. The specific requirements are available at CNW Group’s website.
The slides to be used for the conference call will be available for online viewing through the same third party webcasting service and at www.inco.com by clicking on the icon entitled “Inco offers to acquire Falconbridge” on the homepage.
Sandra E. Scott
Director
Investor Relations
(416) 361-7758 Telephone
(416) 361-7736 Facsimile
sescott@inco.com Email
Forward-Looking StatementsThis invitation contains forward-looking information about Inco and the combined company after completion of the transactions described herein that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and
INCO LIMITED 145 King Street West, Suite 1500, Toronto, Canada M5H 4B7

 


 

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expectations with respect to future operations, products and services and projects; statements regarding business and financial prospects; financial multiples and accretion estimates; statements regarding anticipated financial or operating performance and cash flows; statements regarding expected synergies and cost savings, including the timing, from the proposed combination of the two companies; statements concerning possible divestitures; and statements regarding strategies, objectives, goals and targets. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Inco, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed and identified in public filings with the U.S. Securities and Exchange Commission (“SEC”) made by Inco and include, but are not limited to: the possibility that approvals or clearances required to be obtained by Inco and Falconbridge from regulatory and other agencies and bodies will not be obtained in a timely manner; the possibility that divestitures required by regulatory agencies may not be acceptable or may not be completed in a timely manner; the possibility that the anticipated benefits and synergies and cost savings from the acquisition or related divestitures cannot be fully realized; the possibility that the costs or difficulties related to the integration of Falconbridge’s operations with Inco will be greater than expected; the level of cash payments to shareholders of Falconbridge who exercise their statutory dissenters’ rights in connection with the expected eventual combination of the two companies; the possible delay in the completion of the steps required to be taken for the eventual combination of the two companies; business and economic conditions in the principal markets for the companies’ products, the supply, demand, and prices for metals to be produced, purchased intermediates and substitutes and competing products for the primary metals and other products produced by the companies, production and other anticipated and unanticipated costs and expenses and other risk factors relating to the metals and mining industry as detailed from time to time in Falconbridge’s and Inco’s reports filed with the SEC. The forward-looking statements included in this invitation represent Inco’s views as of the date hereof. While Inco anticipates that subsequent events and developments may cause Inco’s views to change, Inco specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Inco’s views as of any date subsequent to the date hereof. Readers are also urged to carefully review and consider the various disclosures in Inco’s various SEC filings, including, but not limited to, Inco’s Annual Report on Form 10-K for the year ended December 31, 2004, and Inco’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2005 and June 30, 2005.
Important Legal InformationThis invitation may be deemed to be solicitation material in respect of Inco’s proposed combination with Falconbridge. Inco will prepare and file, if required, a registration statement on Form F-8, containing a share exchange take-over bid circular to be delivered to the shareholders of Falconbridge, and other documents with the SEC. Falconbridge, if required, will file other documents regarding the proposed merger with the SEC. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to receive the registration statement and Inco’s other SEC filings free of charge at the SEC’s web site, www.sec.gov or from Inco’s media or investor relations departments.