Exhibit 99.5
MAGMA COPPER COMPANY
0000 XXXXX XXXXXX XXXX, XXXXX 000
XXXXXX, XXXXXXX 00000
December 5, 1995
Dear Stockholder:
I am pleased to inform you that on November 30, 1995, Magma Copper Company
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with The Broken Hill Proprietary Company Limited, a Victoria,
Australia corporation ("BHP"), BHP Holdings (USA) Inc., a Delaware corporation
and an indirect subsidiary of BHP ("Sub"), and BHP Sub Inc., a Delaware
corporation and a subsidiary of Sub ("Purchaser"). Pursuant to the Merger
Agreement, Purchaser is today commencing a tender offer (the "Offer") to
purchase (i) all outstanding shares of common stock par value $0.01 per share,
of the Company (the "Shares"), at a price of $28.00 per Share net to the
seller in cash; (ii) all of the outstanding shares of 5 5/8% Cumulative
Convertible Preferred Stock, Series D, par value $0.01 per share, of the
Company, at a price of $96.544 per share net to the seller in cash; and (iii)
all of the outstanding shares of 6% Cumulative Convertible Preferred Stock,
Series E, par value $0.01 per share (together with the Series D Preferred
Stock, the "Preferred Shares") of the Company at a price of $100.646 per share
net to the seller in cash. The Merger Agreement provides that each Share or
Preferred Share not acquired by Purchaser pursuant to the Offer will be
exchanged for the same consideration payable pursuant to the Offer in cash
upon the merger (the "Merger") of Purchaser into the Company, which will occur
as soon as practicable following the consummation of the Offer.
Your Board of Directors has unanimously approved the Merger Agreement, the
Offer and the Merger and determined that the Offer and the Merger are fair to,
and in the best interests of, the Company and its stockholders. Accordingly,
the Board of Directors recommends that stockholders accept the Offer and
tender their Shares and Preferred Shares.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including, among other things, the opinion of Xxxxxxx, Xxxxx &
Co. ("Xxxxxxx Xxxxx"), the Company's financial advisor, that the cash
consideration per share to be received by the stockholders in the Offer and
the Merger is fair to the stockholders. The full text of the written opinion
of Xxxxxxx Xxxxx is attached hereto and stockholders are urged to read such
opinion in its entirety.
Additional information with respect to the transaction is contained in the
enclosed Schedule 14D-9, including a copy of the full text of the opinion of
Xxxxxxx Xxxxx. Also enclosed is the Purchaser's Offer to Purchase and related
materials, including a Letter of Transmittal to be used for tendering your
Shares and Preferred Shares. These documents set forth the terms and
conditions of the Offer and provide instructions as to how to tender your
Shares and Preferred Shares. We urge you to read the enclosed material and
consider this information carefully.
Sincerely,
X. Xxxxxxx Winter
President and Chief Executive
Officer
