MONTREAL, May 22 /CNW Telbec/ - Alcan Inc. (NYSE, TSX: AL) today
announced that its Board of Directors unanimously recommends shareholders
reject Alcoa Inc.'s (NYSE: AA) unsolicited offer to acquire Alcan. The Board
determined that the offer is inadequate in multiple respects and is contrary
to the best interests of Alcan's shareholders. Accordingly, the Board
recommends that Alcan shareholders not tender any of their shares to Alcoa.
Yves Fortier, Chairman of Alcan's Board of Directors, stated, "Alcan's
Board of Directors has thoroughly evaluated Alcoa's offer and concluded that
it fails to meet the best interests of Alcan shareholders. It does not
adequately reflect the value of Alcan's extremely attractive assets, strategic
capabilities and growth prospects, does not offer an appropriate premium for
control of Alcan, and is highly conditional and uncertain. Furthermore, it is
clear to us that Alcan and Alcoa have fundamentally different approaches and
track records in creating shareholder value. We are convinced that the
proposed Alcoa-led acquisition of Alcan is not the right choice for our
shareholders."
Mr. Fortier added, "We remain committed, as always, to acting in the best
interests of our shareholders. Alcan has a proven record of sustainable value
creation and responsible corporate citizenship. It also has a clear strategy
and plan for future value creation. Given the rapidly evolving industry
environment, we are continuously evaluating all options in the interest of
shareholder value."
Dick Evans, Alcan's President and Chief Executive Officer, commented,
"With world-leading assets and technology, an excellent operating record,
strong projected cash flows and an exceptionally attractive pipeline of growth
opportunities, there are many options available to Alcan to create value for
its shareholders.
"Despite two years of approaches by Alcoa, at no time was Alcan presented
a compelling proposal - either in terms of economics, structure or
conditionality - that was in the best interests of our shareholders. Alcan
remained disciplined throughout these discussions, insisting on basic
safeguards for our shareholders before engaging in substantive negotiations.
Alcoa's consistent refusal to agree to standard and reasonable confidentiality
and standstill agreements effectively terminated the talks. Alcan's superior
performance from both an operating and a share price perspective during this
period validates the disciplined process we followed."
Evans concluded, "Despite this unsolicited action by our closest
competitor, we are extremely proud that our employees have responded
positively by remaining fully focused on the tasks at hand - delivering
outstanding products and services to our valued customers around the world. As
we continue to move ahead, Alcan will remain true to its commitment to
creating value for shareholders through a clear and successful strategy based
on its core values."
A copy of the Directors' Circular, which sets forth in greater detail the
Board's recommendation and the reasons therefor, is being mailed to all Alcan
shareholders. These reasons include, but are not limited to, the following:
<<
- The Alcoa Offer fails to compensate Alcan Shareholders for the value of
Alcan's extremely attractive asset base, technology, strategic
capabilities and growth prospects.
- The Alcoa Offer does not reflect an adequate premium for control of
Alcan.
- Under Alcoa's own analysis, the Alcoa Offer does not compensate Alcan
Shareholders adequately for the capitalized value of Alcoa's own
estimates of achievable synergies.
- The consideration offered under the Alcoa Offer represents a discount
to the current trading price of the Alcan Common Shares.
- The Alcoa Offer is highly conditional and is subject to significant
risks and uncertainties, both as to timing and ultimate outcome.
- The value of the Alcoa Offer is uncertain and it will vary with the
trading price of the Alcoa Shares.
- The Board and its Strategic Committee, together with Alcan's
management, are actively building upon existing strategies to develop a
full set of highest-value initiatives as well as continuing to explore
alternatives consistent with the best interests of Alcan Shareholders.
>>
In addition, Alcan's lead financial advisor has provided a written
opinion to the Board that, as of the date of the opinion, and subject to the
assumptions, limitations and qualifications set forth therein, the
consideration to be received by holders of the Alcan Common Shares pursuant to
the Alcoa Offer is inadequate, from a financial point of view, to such
holders.
The financial advisors to Alcan related to this matter include Morgan
Stanley and UBS. Alcan has also retained JP Morgan and RBC as additional
financial advisors. Alcan's legal advisors are Ogilvy Renault LLP and Sullivan
& Cromwell LLP.
Additional Information About Alcoa's Inadequate Offer
-----------------------------------------------------
Alcan's shareholders are strongly advised to read the Directors' Circular
because it contains important information about the Alcoa offer. Shareholders
may also obtain a copy of the Directors' Circular from the Company's investor
website at www.alcan.com. Copies will also
be available at the Canadian SEDAR
website at www.sedar.com and at the SEC's
website at www.sec.gov. The
Directors' Circular is being included as an exhibit to Alcan's Recommendation
Statement on Schedule 14D-9, which has been filed with the SEC. Alcan's
shareholders are also advised to read the Schedule 14D-9 and amendments
thereto which may be filed by Alcan.
About Alcan
-----------
Alcan Inc. is a leading global materials company, delivering high quality
products and services worldwide. With world-class technology and operations in
bauxite mining, alumina processing, primary metal smelting, power generation,
aluminum fabrication, engineered solutions as well as flexible and specialty
packaging, today's Alcan is well positioned to meet and exceed its customers'
needs. Alcan is represented by 68,000 employees, including its joint-ventures,
in 61 countries and regions, and posted revenues of US$23.6 billion in 2006.
The Company has featured on the Dow Jones Sustainability World Index
consecutively since 2003. For more information, please visit: www.alcan.com.
Cautionary Statement
--------------------
Statements made in this press release which describe the Company or
management's objectives, projections, estimates, expectations or predictions
may be "forward-looking statements" within the meaning of securities laws. The
Company cautions that, by their nature, forward-looking statements involve
risk and uncertainty and that the Company's actual actions or results could
differ materially from those expressed or implied in such forward-looking
statements or could affect the extent to which a particular projection is
realized. Reference should be made to the Company's most recent Quarterly
Report on Form 10-Q or Annual Report on Form 10-K for a list of factors that
could cause such differences.
%B M %C 1,17,18,20 %D Alcan's Board Recommendation
For further information: Media contact: Anik Michaud, +1-514-848-8151,
media.relations@alcan.com;
Investor contact: Ulf Quellmann, +1-514-848-8368,
investor.relations@alcan.com
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