Filed by Sherritt Coal Acquisition Inc.
Filed pursuant to Rules 165 and 425 promulgated
under the Securities Act of 1933, as amended
Subject Company: Fording Inc.
Subject company's Commission File No: 1-15230
ATTENTION SHAREHOLDERS OF FORDING INC.:
SHERRITT AND TEACHERS'
SUPERIOR OFFER DELIVERS YOU
/X/ MORE CASH TODAY
/X/ MORE VALUE TOMORROW
SHERRITT AND TEACHERS'* OFFER FORDING-TECK PLAN OF ARRANGEMENT
----------------------------- --------------------------------
/X/ / /
MORE CASH o C$35 per share o C$34 per share
o C$17.63 per share at maximum cash proration o C$15.60 per share at maximum cash proration
/X/ / /
MORE o C$50 million of COST SAVINGS, driven by: o C$50 million of cost savings and marketing synergies
SYNERGIES - Closer geographical proximity of mines
- Lower port costs from Neptune Terminals
- Potential mineral tax savings
o Additional MARKETING AND COAL blending
synergies
/X/ / /
LESS DEBT o Debt approximately C$300 million excluding o Debt approximately C$425 million excluding working
working capital capital
o Approximately 1.1x pro forma annualized EBITDA o Approximately 2.0x pro forma annualized EBITDA
/X/ / /
MORE CERTAIN o Subordination supports cash distribution to the o Target distribution of C$1.05 in the first quarter
CASH extent of C$1.05 per unit per quarter in 2003 of 2003
DISTRIBUTIONS (to a maximum C$11.25 million per quarter)
o Subordination provides significant downside o No subordination
protection
/X/ / /
PRESERVES o No dilutive conversion rights for Partners o Substantial dilution possible from Teck's conversion
SHAREHOLDER option
VALUE o Management incentive plan will not increase o Generous option plan for management (3.6 million
costs at Trust units)
o Administrative costs capped at Fording's o Administrative costs expected to increase by C$2
current levels million from current levels
o No currency hedge exposure o Significant currency hedge exposure--Fording losses
of C$65 million for the nine months ending September
30, 2002
/X/ / /
SUPERIOR o All trustees and the majority of board members o Teck and Westshore appoint the majority of trustees
GOVERNANCE are independent of Sherritt and Teachers' and board members
WE URGE YOU TO VOTE AGAINST THE FORDING-TECK PROPOSED PLAN OF ARRANGEMENT
TIME IS SHORT! IT IS IMPORTANT THAT YOUR VOTE IS RECEIVED IN TIME TO BE
REPRESENTED AT THE FORDING JANUARY 3, 2003 SPECIAL MEETING. WE URGE YOU TO VOTE
AGAINST FORDING-TECK'S PLAN OF ARRANGEMENT TODAY TO PRESERVE YOUR OPPORTUNITY TO
RECEIVE GREATER VALUE FROM SHERRITT AND TEACHERS' SUPERIOR OFFER. SIGN, DATE AND
RETURN THE YELLOW PROXY CARD VOTING AGAINST FORDING-TECK'S PLAN OF ARRANGEMENT
TODAY.
SHERRITT AND TEACHERS'* OFFER IS SCHEDULED TO EXPIRE AT 8:00 PM, TORONTO TIME,
ON JANUARY 6, 2003 AND IS CONDITIONAL UPON FORDING-TECK'S PROPOSED PLAN OF
ARRANGEMENT NOT BEING APPROVED AND FORDING'S SHAREHOLDERS TENDERING A MINIMUM OF
66-2/3% OF THE OUTSTANDING SHARES OF FORDING.
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If you have any questions or require any assistance in executing or
returning your proxy, please call our proxy solicitor:
INNISFREE M&A INCORPORATED Toll-free at 1-877-750-5837 (English)
Toll-free at 1-877-750-9499 Call Collect at 1-212-750-5833
(Francais) (Banks and Brokers)
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*Sherritt International Corporation and Ontario Teachers' Pension Plan are
making the offer through Sherritt Coal Partnership II, a partnership of
subsidiaries of Sherritt and Teachers'.
NOTICE TO INVESTORS
IN CONNECTION WITH THE SHERRITT PROPOSAL, SHERRITT COAL ACQUISITION INC. (AN
AFFILIATE OF SHERRITT COAL PARTNERSHIP II) FILED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION A SCHEDULE 14D-1F/A, AND SHERRITT INTERNATIONAL CORPORATION
AND CANADIAN COAL TRUST FILED A REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933, EACH CONTAINING AN OFFER AND CIRCULAR RELATING TO THE SHERRITT
PROPOSAL. SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. COPIES OF THESE DOCUMENTS AS WELL AS RELATED SEC
FILINGS MAY BE OBTAINED, FREE OF CHARGE, FROM THE SEC'S WEBSITE AT www.sec.gov
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AS WELL AS FROM SHERRITT COAL ACQUISITION INC. BY DIRECTING A REQUEST TO
INVESTOR RELATIONS, 1133 YONGE STREET, TORONTO, ONTARIO, CANADA M4T 2Y7,
TELEPHONE (416) 934-7655.
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THIS ADVERTISEMENT CONTAINS FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING
STATEMENTS ARE NOT BASED ON HISTORICAL FACTS, BUT RATHER ON CURRENT EXPECTATIONS
AND PROJECTIONS ABOUT FUTURE EVENTS. THESE FORWARD-LOOKING STATEMENTS ARE
SUBJECT TO RISKS AND UNCERTAINTIES. THESE RISKS AND UNCERTAINTIES COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS EXPRESSED OR IMPLIED
BY THE FORWARD-LOOKING STATEMENTS. THIS ADVERTISEMENT DOES NOT CONSTITUTE AN
OFFER TO SELL SECURITIES IN ANY JURISDICTION.