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Published on 2/2/2007 in the Prospect News Special Situations Daily.

Freeport-McMoRan, Phelps Dodge boards to vote March 14 on proposed merger

By Lisa Kerner

Charlotte, N.C., Feb. 2 - Freeport-McMoRan Copper & Gold Inc. and Phelps Dodge Corp. will each hold special stockholder meetings on March 14 to vote on the proposed acquisition of Phelps Dodge by Freeport-McMoRan for approximately $26 billion in cash and stock.

Under the proposed acquisition, each Phelps Dodge shareholder will receive $88 per share in cash plus 0.67 common shares of Freeport-McMoRan, for a total value of $126.04, according to a company news release.

The transaction, expected to create the world's largest publicly traded copper company, is also subject to regulatory approvals and customary closing conditions.

Freeport-McMoRan is a New Orleans-based explorer, miner and producer of copper, gold and silver.

Phelps Dodge produces copper and molybdenum-based chemicals and is based in Phoenix.

Acquirer:Freeport-McMoRan Copper & Gold Inc.
Target:Phelps Dodge Corp.
Payment per share:$88 per share cash plus 0.67 common shares of Freeport-McMoRan
Announcement date:Nov. 16
Expected closing:Upon approvals
Stock price for target:NYSE: PD; $123.47 on Feb. 1
Stock price for acquirer:NYSE: FCX; $56.77 on Feb. 1

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