SEC Company Response from HARMONY GOLD MINING CO LTD (HMY, HGMCF) (CIK 0001023514) (HMY) — Dec 6, 2004
HARMONY GOLD MINING CO LTD (HMY, HGMCF) (CIK 0001023514)
Date: Dec. 6, 2004 · CIK: 0001023514 · Accession: 0001193125-04-208134
AI Filing Summary & Sentiment
File numbers found in text: 333-119880
Referenced dates: November 18, 2004, November 24, 2004
Letter
VIA EDGAR AND HAND DELIVERY Office of Mergers & Acquisitions Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Re: Harmony Gold Mining Company Limited Forms 425 Filed on November 23, 2004 File No. 333-119880
Dear Ms. Ransom:
On behalf of Harmony Gold Mining Company Limited (“Harmony” or the “Company”), and in response to the Staff’s comment letter dated November 24, 2004, we have set forth below in detail the responses to the Staff’s comments to the above-mentioned Forms 425, which have been provided in each case following the text of the comment in the Staff letter:
Form 425- “Welcome to Harmony”
1. See the second item under “Harmony’s value proposition”. Consistent with comment 2 in the staff’s prior comment letter dated November 18, 2004, where you refer to the 29% premium you are offering. You must ensure that you are also referring to the date upon which that premium was calculated or October 14, 2004. Alternatively, with a view towards disclosure, provide balancing disclosure that calculates the premium being offered as of the last trading date prior to the announcement.
RESPONSE: We note the Staff’s comment and undertake to ensure that we refer to the relevant date on which any premium figures are calculated in all future press releases and communications to shareholders.
2. See the first paragraph under “Strategic confusion versus clear strategic direction”, where you say that the “proposed IAMGold transaction is dead and Gold Fields know it”. We remind you that you must characterize each statement or assertion of opinion or believe as such, and you must have a reasonable basis for each such opinion or belief. You should not issue any unsupportable statements. Support for opinions or beliefs should be self-evidence, disclosed in the soliciting materials or provided to the staff on a supplemental basis, with a view toward
November 15, 2004
Page 2 of 2
disclosure. For example, how do you know that the IAMGold transaction is “dead”? Further, how do you know what Gold Fields’ belief is as to the IAMGold transaction? Please revise.
RESPONSE: We note the Staff’s comment and undertake to make only such statements with regard to which we have clear and demonstrable support in all future press releases and communications to shareholders, and to disclose such support as appropriate.
Form 425- “Gold Fields’ management’s strategy is in disarray”
3. Here and throughout your communications to shareholders regarding this transaction, you refer to the “certain value proposition inherent with Harmony’s proposal.” To the extent that you continue to make these references, in future communications, please disclose that no assurance can be given that the consummation of this transaction will achieve results that are “certain”.
RESPONSE: We note the Staff’s comment and will disclose in any such future communications that no assurance can be given that the consummation of this transaction will achieve results that are “certain.”
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Please do not hesitate to call either John M. Basnage (011-44-20-7367-0255) or Elizabeth L. Katkin (011-44-20-7367-0229) should you have any questions or require any additional information.
Very truly yours,
/s/ John M. Basnage
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CORRESP 1 filename1.htm Response Letter HOGAN & HARTSON SOLICITORS AND REGISTERED FOREIGN LAWYERS ONE ANGEL COURT LONDON EC2R 7HJ ENGLAND TEL +(44) 20 7367 0200 FAX +(44) 20 7367 0220 DX: 42610 CHEAPSIDE WWW.HHLAW.COM November 29, 2004 VIA EDGAR AND HAND DELIVERY Mara L. Ransom Special Counsel Office of Mergers & Acquisitions Division of Corporation Finance Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Harmony Gold Mining Company Limited Forms 425 Filed on November 23, 2004 File No. 333-119880 Dear Ms. Ransom: On behalf of Harmony Gold Mining Company Limited (“Harmony” or the “Company”), and in response to the Staff’s comment letter dated November 24, 2004, we have set forth below in detail the responses to the Staff’s comments to the above-mentioned Forms 425, which have been provided in each case following the text of the comment in the Staff letter: Form 425- “Welcome to Harmony” 1. See the second item under “Harmony’s value proposition”. Consistent with comment 2 in the staff’s prior comment letter dated November 18, 2004, where you refer to the 29% premium you are offering. You must ensure that you are also referring to the date upon which that premium was calculated or October 14, 2004. Alternatively, with a view towards disclosure, provide balancing disclosure that calculates the premium being offered as of the last trading date prior to the announcement. RESPONSE: We note the Staff’s comment and undertake to ensure that we refer to the relevant date on which any premium figures are calculated in all future press releases and communications to shareholders. 2. See the first paragraph under “Strategic confusion versus clear strategic direction”, where you say that the “proposed IAMGold transaction is dead and Gold Fields know it”. We remind you that you must characterize each statement or assertion of opinion or believe as such, and you must have a reasonable basis for each such opinion or belief. You should not issue any unsupportable statements. Support for opinions or beliefs should be self-evidence, disclosed in the soliciting materials or provided to the staff on a supplemental basis, with a view toward November 15, 2004 Page 2 of 2 disclosure. For example, how do you know that the IAMGold transaction is “dead”? Further, how do you know what Gold Fields’ belief is as to the IAMGold transaction? Please revise. RESPONSE: We note the Staff’s comment and undertake to make only such statements with regard to which we have clear and demonstrable support in all future press releases and communications to shareholders, and to disclose such support as appropriate. Form 425- “Gold Fields’ management’s strategy is in disarray” 3. Here and throughout your communications to shareholders regarding this transaction, you refer to the “certain value proposition inherent with Harmony’s proposal.” To the extent that you continue to make these references, in future communications, please disclose that no assurance can be given that the consummation of this transaction will achieve results that are “certain”. RESPONSE: We note the Staff’s comment and will disclose in any such future communications that no assurance can be given that the consummation of this transaction will achieve results that are “certain.” ************************* Please do not hesitate to call either John M. Basnage (011-44-20-7367-0255) or Elizabeth L. Katkin (011-44-20-7367-0229) should you have any questions or require any additional information. Very truly yours, /s/ John M. Basnage /s/ Elizabeth L. Katkin John M. Basnage Elizabeth L. Katkin