425 1 a2172101z425.htm FORM 425
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        Filed by Falconbridge Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No. 333-129218

GRAPHIC               news release   FALCONBRIDGE LIMITED


FALCONBRIDGE REAFFIRMS SUPPORT FOR INCO OFFER
Cites Strong Market Fundamentals and Positive Outlook, Absence of Conditions and
Higher Implied Market Value of Inco Offer
Inco Combination Creates Exceptional Earnings Potential and
Shareholder Value Creation

Toronto, Ontario, July 24, 2006 — Falconbridge Limited (TSX, NYSE: FAL) today announced that its Board of Directors has reaffirmed its unanimous support for the Inco offer of Cdn$18.50 cash per share and 0.55676 of an Inco share per Falconbridge share, assuming full pro-ration. Excluding the recently-announced special dividend of Cdn$0.75 per common share, the implied value of the Inco offer was Cdn$64.40 at close of business on Monday, July 24, 2006 while Falconbridge shares were trading at Cdn$62.45, ex-dividend, or a premium of Cdn$1.95. The shareholders of Falconbridge have until midnight, Vancouver time on July 27, 2006 to tender their shares to the Inco offer.

The Board reaffirmed its recommendation in the context of its review of Xstrata plc's revised offer of Cdn$62.50 in cash per Falconbridge share. The Xstrata offer, currently expiring on August 14, 2006, remains subject to approvals by Investment Canada and Xstrata shareholders.

"After reviewing the financial and legal aspects of the two offers, the market fundamentals for both nickel and copper and the recent performance of the Inco and Falconbridge share prices, the Falconbridge Board has reaffirmed its conclusion that the Inco offer is more attractive for the shareholders of Falconbridge," said Derek Pannell, Falconbridge's Chief Executive Officer. "Our view is that combining with Inco creates an unrivalled base-metals mining company with tremendous potential for value creation."

Inco and Falconbridge have reported record-breaking financial results for the second quarter of 2006, with net earnings in accordance with Canadian generally accepted accounting principles of $472 million and net earnings of $728 million, respectively.

"One of the primary reasons for the Falconbridge Board reaffirming this recommendation is the forecast of extremely solid market fundamentals, especially for nickel and copper, which will continue to underpin a very positive metals pricing environment. Against this backdrop, both Inco and Falconbridge have delivered and are expected to continue to deliver outstanding short- and medium-term earnings," he said. "The $550-million of synergies that can be realized from the combination of Inco and Falconbridge are unique to these two companies and will provide a further positive impact. Conversely, Xstrata's all-cash offer will not allow Falconbridge shareholders to participate in this future earnings potential."


"In addition, Inco has received all requisite regulatory approvals. This provides a higher completion certainty," added Pannell.

Finally, assuming completion of the proposed Phelps Dodge offer to Inco, former Falconbridge shareholders would receive a further premium, including additional cash.

The Directors' Circular will be filed tomorrow and will be available thereafter on the Falconbridge website.

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Falconbridge Limited is a leading copper and nickel company with investments in fully-integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel mining deposits. It employs 14,500 people at its operations and offices in 18 countries. Falconbridge's common shares are listed on the New York Stock Exchange (FAL) and the Toronto Stock Exchange (FAL). Falconbridge's website can be found at www.falconbridge.com.

FORWARD-LOOKING INFORMATION

Certain statements contained in this News Release are forward-looking statements (as defined in applicable securities legislation). Examples of such statements include, but are not limited to, statements concerning (i) our assessment of the outlook for metal markets in 2006, (ii) Inco's offer to acquire all of the common shares of Falconbridge Limited and the benefits of such combination, (iii) the arrangement transaction agreed to between Phelps Dodge and Inco pursuant to which Phelps Dodge will acquire Inco and the benefits of such a combination, (iv) Xstrata's offer to acquire all of the common shares of Falconbridge Limited, (v) our future financial requirements and funding of those requirements, (vi) our expectations with respect to our development projects, (vii) our production forecast for 2006 and (viii) our dividend schedule. Inherent in forward-looking statements are risks and uncertainties well beyond our ability to predict or control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this News Release.

Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about the timing, steps to be taken and completion of Inco's offer to acquire all of Falconbridge's common shares and the Phelps Dodge and Inco transaction, the ability to successfully compete against global metals and mining and exploration companies by creating through such a combination an enterprise of increased scale; strong demand for nickel, copper and other metals in emerging markets such as China; the quantum and availability of pre-tax operating and other synergies and cost savings, and other benefits being realized based on the achievement of operational efficiencies from restructuring, integration and other initiatives relating to the combination of Falconbridge and Inco and the combination of Falconbridge, Inco and Phelps Dodge; divestitures required by regulatory agencies completed in a timely manner; there being limited costs, difficulties or delays related to the integration of the Falconbridge's operations with those of Inco and with those of Phelps Dodge; the timely completion of the steps required to be taken for the eventual combination of Falconbridge and Inco and the combination of Falconbridge, Inco and Phelps Dodge; business and economic conditions generally; exchange rates, energy and other anticipated and unanticipated costs and pension contributions and expenses; the supply and demand for, deliveries of, and the level and volatility of prices of, nickel, copper, aluminum, zinc and other primary metals products and other metal products Inco and Falconbridge produce; the timing of the receipt of remaining regulatory and governmental approvals for the development projects and other operations; the continued availability of financing on appropriate terms for development projects; Falconbridge's costs of production and production and productivity levels, as well as those of its competitors; market competition; mining, processing, exploration and research and development activities; the accuracy of ore/mineral reserve estimates; premiums realized over LME cash and other benchmark prices; tax benefits/charges; the resolution of environmental and other proceedings and the impact on the combined company of various environmental regulations and initiatives; assumptions concerning political and economic stability in countries or locations in which Falconbridge operates or otherwise and the ability to continue to pay quarterly cash dividends in such amounts as Falconbridge's Board of Directors may determine in light of other uses for such funds and other factors.

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Inherent in those statements are known and unknown risks, uncertainties and other factors well beyond Falconbridge's ability to control or predict. Some of these known risks and uncertainties are outlined in filings by Falconbridge with applicable securities regulatory authorities, including in Falconbridge's annual information form. Readers are encouraged to consult such filings. While Falconbridge anticipates that subsequent events and developments may cause Falconbridge's views to change, Falconbridge specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Falconbridge's views as of any date subsequent to the date of this News Release. Although Falconbridge has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not intended to represent a complete list of the factors that could affect Falconbridge, the combination of Inco and Falconbridge or the combination of Inco, Falconbridge and Phelps Dodge, or the Xstrata offer for Falconbridge.

Important Legal Information

This communication is being made in respect of Inco Limited's proposed combination with Falconbridge Limited. Inco has filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form F-8 (containing an offer to purchase and a share exchange take-over bid circular) and amendments thereto, and, if required, will file other documents with the SEC in connection with the proposed combination. Falconbridge has filed a Schedule 14D-9F and amendments thereto with the SEC in connection with Inco's offer and has filed and, if required, will file other documents regarding the proposed combination with the SEC.

INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders may obtain copies of the registration statement and Inco's and Falconbridge's SEC filings free of charge at the SEC's website (www.sec.gov). In addition, documents filed with the SEC by Inco may be obtained free of charge by contacting Inco's media or investor relations departments. Documents filed with the SEC by Falconbridge may be obtained free of charge by contacting Falconbridge's investor relations department.

Filings made by Inco and Falconbridge with Canadian securities regulatory authorities, including filings made in connection with the offer, are available at www.sedar.com.

FOR FURTHER INFORMATION PLEASE CONTACT:
Falconbridge Limited
Denis Couture, Senior Vice-President, Investor Relations, Communications and Public Affairs
(416) 982-7020
(416) 982-7242 (FAX)
denis.couture@falconbridge.com
www.falconbridge.com

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FALCONBRIDGE REAFFIRMS SUPPORT FOR INCO OFFER Cites Strong Market Fundamentals and Positive Outlook, Absence of Conditions and Higher Implied Market Value of Inco Offer Inco Combination Creates Exceptional Earnings Potential and Shareholder Value Creation