Empresas y finanzas

General Cable Corporation to Acquire the Global Wire and Cable Business of Freeport-McMoRan Copper & Gold Inc., Further Building a Worldwide Leader in Energy Infrastructure Cable



    General Cable Corporation (NYSE: BGC) (the Company) announced
    today that it has agreed to acquire the global wire and cable business
    of Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) (Freeport), which
    operates as Phelps Dodge International Corporation (PDIC). PDIC was
    acquired by Freeport as part of the acquisition of Phelps Dodge
    Corporation in March 2007. The purchase price is approximately $735
    million, subject to adjustment as provided in the Stock Purchase
    Agreement. In addition to utilizing its available cash, the Company
    has secured commitments from Merrill Lynch Capital Corporation to
    provide an increased secured revolving line of credit and an
    additional secured interim loan necessary to fund the purchase price.

    On an annual basis, General Cable estimates that the acquisition
    will contribute approximately $1.4 billion in revenues at current
    metal prices and is expected to be accretive to earnings in the first
    full year by $0.20 to $0.30 cents per share based upon 2006 results.
    The combined companies expect to derive additional benefits over time
    through cross-selling opportunities, logistics and purchasing
    synergies, and the implementation of best practices throughout the
    entire organization. PDIC's performance in the first half of 2007
    continued to trend positively.

    Key Strategic Rationale

    The acquisition offers General Cable an opportunity to further
    enhance its global scale and worldwide leadership in the wire and
    cable industry with critical mass in many emerging markets. PDIC
    brings a number of very positive characteristics, including:

    -- Complementary geographic coverage focused on energy
    infrastructure, construction and industrial cables serving
    emerging and faster growing markets in Latin America,
    sub-Saharan Africa, Southeast Asia, as well as India and
    China.

    -- Experienced management team doing business in 45 countries
    around the world.

    -- Demonstrated expertise in aerial and buried high-voltage
    transmission systems.

    -- Addition of a well-recognized, highly respected brand in the
    wire and cable industry with more than 50 years of history.

    -- Shared business philosophies of safety, Lean manufacturing,
    and a "One Company" approach to internal operations and
    customers.

    -- Accretive in year one with significant upside potential.

    "The acquisition of PDIC is truly a unique opportunity, greatly
    accelerating our initiative to expand into many of the faster growing
    emerging economies of the world," said Gregory B. Kenny, President and
    Chief Executive Officer of General Cable. "We are effectively merging
    one company principally concentrated in North America, Western Europe
    and Oceania with one focused in Latin America, sub-Saharan Africa and
    Southeast Asia. In addition, PDIC shares many of the same philosophies
    that have defined General Cable over the years which include an
    emphasis on safety, Lean manufacturing, strong operating systems and a
    "One Company" approach to internal operations and customers. PDIC has
    an experienced and disciplined management team led by Mathias
    Sandoval, President of Phelps Dodge International Corporation," Kenny
    continued.

    "Mr. Sandoval has spent 24 years with PDIC and has developed a
    reputation for operating effectively in multiple cultures. His strong
    and sustaining global vision has underpinned superior operating
    results and exceptional asset utilization. We are delighted that Mr.
    Sandoval has agreed to continue to lead the PDIC organization
    post-acquisition, as well as assume additional operating
    responsibility for certain existing General Cable assets. Mathias'
    skills will complement the General Cable senior management team who
    have successfully expanded the geographic footprint and served markets
    of the Company over the last ten years. We also believe there is an
    opportunity to utilize capacity within the PDIC organization to
    support our recent expansion into new markets, utilizing less capital
    than previously contemplated," Kenny said.

    PDIC has manufacturing and distribution facilities around the
    world with leading market positions in South and Central America,
    Africa and Southeast Asia. PDIC has approximately 3,000 employees. In
    addition to 10 majority-owned manufacturing and numerous distribution
    facilities, PDIC also has equity positions in wire and cable companies
    in China, Hong Kong, and the Philippines. For the year ended December
    31, 2006, PDIC reported revenues of approximately $1.2 billion and
    operating earnings of approximately $77 million. In the first six
    months of 2007, PDIC's operating performance continued to strengthen
    as did its revenue base.

    PDIC has little geographic overlap with General Cable. Sales are
    primarily focused on energy products for utility, industrial and
    construction applications. Additionally, PDIC has copper and aluminum
    rod mills on three continents, a source of competitive advantage in
    developing regions.

    Just over half of PDIC's revenues are generated from manufacturing
    assets located in South and Central America, where leading market
    positions are held and where General Cable has a minor presence. PDIC
    brings over $200 million of revenues in sub-Saharan Africa, where
    General Cable participates on a much smaller scale. PDIC is a leader
    in Southeast Asia and India with positions that nicely complement
    General Cable's current activities in India, China and Oceania. As
    well, PDIC has equity investments in two companies serving the Chinese
    energy cable market as well as one in the Philippines. PDIC also has
    well developed global sales channels for its energy infrastructure
    products made in Thailand and South America.

    Based on reported 2006 sales of $4.8 billion, the combined
    companies would have approximately 44% of revenues in North America,
    27% in Europe and the Middle East, 15% in South and Central America,
    and 14% in Africa/Asia Pacific.

    Transaction Details

    Under the terms of the transaction, which has been unanimously
    approved by General Cable's Board of Directors, General Cable will
    acquire 100% of the shares held by Freeport and its subsidiaries in
    the various entities comprising Freeport's wire and cable business.
    The purchase price is subject to adjustment to take into account the
    net effect of any dividends and other distributions made from, and
    capital contributions made to, the entities being acquired from March
    31, 2007. In addition, as part of the transaction, General Cable will
    be assigned the rights in the "Phelps Dodge International Corporation"
    and "PDIC" brands well known in the wire and cable industry. Subject
    to the satisfaction of customary closing conditions and the receipt of
    clearances or waivers from competition and regulatory authorities in
    relevant jurisdictions, the transaction is expected to close during
    the fourth quarter of 2007.

    Merrill Lynch & Co. acted as exclusive financial advisor and
    provided a fairness opinion to General Cable in connection with the
    transaction. Blank Rome LLP and Norton Rose LLP served as General
    Cable's external legal counsel.

    Third Quarter Update

    "The markets are behaving approximately as we anticipated with
    telecommunications and housing related cable demand remaining soft,
    offset by energy infrastructure requirements and the continued
    benefits of our Lean manufacturing initiatives. We continue to expect
    revenues of approximately $1.1 billion for the third quarter and
    earnings of $0.85 to $0.90 per share, consistent with our previous
    guidance," Kenny concluded.

    Conference Call and Webcast Information

    General Cable plans to host a conference call for investors and
    analysts to discuss the transaction on Wednesday, September 12th at
    3:00 p.m. For U.S. participants, to participate in the conference call
    please dial 1-877-840-8912. For international participants please dial
    1-706-679-5525. The conference ID number is: 16087667. A live
    listen-only audio of the conference call will be broadcasted in its
    entirety to all interested parties. To listen to the call, go to
    General Cable's Web site, www.generalcable.com. A replay of this
    conference call will be archived for a limited time on the Web site as
    well.

    General Cable is a global leader in the development, design,
    manufacture, marketing and distribution of copper, aluminum and fiber
    optic wire and cable products for the energy, industrial, and
    communications markets. Visit our Web site at www.generalcable.com.

    Forward Looking Statements

    Certain statements in this press release, including, without
    limitation, statements regarding future financial results and
    performance, plans and objectives, capital expenditures and the
    Company's or management's beliefs, expectations or opinions, are
    forward-looking statements. These statements are made pursuant to the
    safe harbor provisions of the Private Securities Litigation Reform Act
    of 1995. Actual results may differ materially from those statements as
    a result of factors, risks and uncertainties over which the Company
    has no control. Such factors include reliance on dividends and other
    transfers from subsidiaries to repay indebtedness; ability to service
    outstanding indebtedness; the Company's failure to comply with
    covenants in existing and future financing arrangements; covenants
    contained in existing indebtedness that restrict the Company's
    business operations; downgrade in the Company's credit ratings;
    ability to repurchase outstanding notes; ability to pay the conversion
    price on convertible notes; the economic strength and competitive
    nature of the geographic markets that the Company serves; economic,
    political and other risks of maintaining facilities and selling
    products in foreign countries; changes in industry standards and
    regulatory requirements; advancing technologies, such as fiber optic
    and wireless technologies; volatility in the price of copper and other
    raw materials, as well as fuel and energy and the Company's ability to
    reflect such volatility in its selling prices; interruption of
    supplies from the Company's key suppliers; the failure to negotiate
    extensions of the Company's labor agreements on acceptable terms; the
    Company's ability to increase manufacturing capacity and achieve
    productivity improvements; the Company's dependence upon distributors
    and retailers for non-exclusive sales of certain of the Company's
    products; pricing pressures in the Company's end markets; the
    Company's ability to maintain the uncommitted accounts payable or
    accounts receivable financing arrangements in its European operations;
    the impact of any additional charges in connection with plant closures
    and the Company's inventory accounting practices; the impact of
    certain asbestos litigation, unexpected judgments or settlements and
    environmental liabilities; the ability to successfully integrate the
    proposed acquisition and other acquisitions, costs associated with the
    proposed acquisition and other acquisitions; the receipt and timing of
    regulatory approvals for the proposed acquisition; the ability to
    finance the acquisition purchase price and expiration of the
    commitment letter; the possibility that the acquisition will not
    close; the reaction of customers, suppliers and competitors to the
    proposed acquisition; general market perception of the proposed
    acquisition, diversion of management attention from other business
    concerns due to the proposed acquisition and other acquisitions;
    undisclosed or unanticipated liabilities and risks resulting from the
    proposed acquisition; increased indebtedness resulting from the
    funding of the proposed acquisition; operations in additional foreign
    countries and political instability in such countries; the ability to
    successfully identify and finance other acquisitions; the impact of
    terrorist attacks or acts of war which may affect the markets in which
    the Company operates; the Company's ability to retain key employees;
    the Company's ability to service debt requirements and maintain
    adequate domestic and international credit facilities and credit
    lines; the impact on the Company's operating results of its pension
    accounting practices; the Company's ability to avoid limitations on
    utilization of net losses for income tax purposes; volatility in the
    market price of the Company's common stock all of which are more fully
    discussed in the Company's Annual Report on Form 10-K filed with the
    Securities and Exchange Commission on March 1, 2007, as well as any
    current and periodic reports filed with the Commission subsequent to
    such date. The Company undertakes no obligation to release publicly
    the result of any revisions to these forward-looking statements that
    may be made to reflect events or circumstances after the date hereof
    or to reflect the occurrence of unanticipated events.