New York – LAWFUEL – Law News Network – June 26, 2006 – Debevoise & …

New York – LAWFUEL – Law News Network – June 26, 2006 – Debevoise & Plimpton LLP is advising Phelps Dodge Corporation in its agreement with Inco Limited and Falconbridge Limited to combine in a US$56 billion transaction to create a North American-based mining company that is one of the world’s largest. The new company will be named Phelps Dodge Inco Corporation. The Phelps Dodge board of directors also announced, as part of the transaction, a share repurchase program of up to US$5 billion to be commenced after closing.

Under the terms of the transaction, Phelps Dodge will acquire all of the outstanding common shares of Inco for a combination of cash and common shares of Phelps Dodge. Simultaneous with its entry into the combination agreement with Phelps Dodge, Inco has entered into an agreement with Falconbridge to increase its previously recommended offer for Falconbridge. At Phelps Dodge’s June 23 closing price of US$82.95, the total enterprise value of the acquisition by Phelps Dodge of the combined Inco and Falconbridge is approximately US$40 billion. The transaction, which is subject to Phelps Dodge and Inco shareholder approval, regulatory approvals and customary closing conditions, is expected to close in September 2006.

Phelps Dodge is one of the world’s leading producers of copper and molybdenum and is the largest producer of molybdenum-based chemicals and continuous-cast copper rod. Inco is a primary metals company and one of Canada’s largest exporters. Falconbridge is a leading copper and nickel company with investments in fully integrated zinc and aluminum assets. Debevoise & Plimpton LLP is a leading international law firm with offices in New York, Washington D.C., London, Paris, Frankfurt, Moscow, Hong Kong and Shanghai.

The Debevoise team was led by partner Michael W. Blair and included partners William B. Beekman, Anne E. Cohen, Peter A. Furci, Gregory V. Gooding, Matthew E. Kaplan, Gary W. Kubek and Hugh Rowland, Jr.; counsel Stuart Hammer; international counsel James C. Swank; and associates Elliott Blanchard, Heidi S. DuBois, Paul J. Epstein, Diane E. Marks, Pierre Maugüé, Christian P. Mendoza, Gabriela Palmieri, Kyle A. Pasewark, Jennifer F. Whetsell and Harry Zirlin.

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