MONTREAL, MELBOURNE and LONDON, July 24 /CNW Telbec/ - Rio Tinto plc and
Alcan Inc. announce that Rio Tinto Canada Holding Inc., an indirect
wholly-owned subsidiary of Rio Tinto, will today commence its offer for Alcan
and mail its offer and take-over bid circular to Alcan shareholders. The Alcan
directors' circular containing the Alcan board's unanimous recommendation to
accept the Rio Tinto Canada Holding offer is also being mailed to Alcan
shareholders. Earlier this month, Rio Tinto and Alcan reached an agreement for
Rio Tinto Canada Holding to make an offer to acquire all of Alcan's
outstanding common shares for US$101 per common share in a recommended, all
cash transaction.
The offer represents a total consideration for Alcan common shares of
approximately US$38.1 billion.
The offer is open for acceptance until 6:00 pm (Eastern Time) on
September 24, 2007, unless extended, and is subject to a number of conditions
including valid acceptances by holders of not less than 66 2/3 per cent of
Alcan shares on a fully diluted basis. The board of Rio Tinto has approved the
transaction. The offer is expected to close in the fourth quarter of 2007.
About Rio Tinto
Rio Tinto is a leading international mining group headquartered in the
UK, combining Rio Tinto plc, a London listed company, and Rio Tinto Limited,
which is listed on the Australian Securities Exchange.
Rio Tinto's business is finding, mining, and processing mineral
resources. Major products are aluminium, copper, diamonds, energy (coal and
uranium), gold, industrial minerals (borax, titanium dioxide, salt, talc) and
iron ore. Activities span the world but are strongly represented in Australia
and North America with significant businesses in South America, Asia, Europe
and southern Africa.
About Alcan
Alcan Inc. is a leading global materials company, delivering high quality
products, engineered solutions and services worldwide. With operations in
bauxite mining, alumina processing, primary metal smelting, power generation,
aluminium fabrication, engineered solutions as well as flexible and specialty
packaging, and with world class technology, 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.
For the year ended 31 December 2006, Alcan had audited consolidated
revenues of US$23,641 million (2005: US$20,320 million), and profit before
taxation of US$2,373 million (2005: US$323 million). Alcan had audited gross
assets as at 31 December 2006 of US$28,939 million. The Alcan financial
information presented above has been extracted without material amendment from
published financial reports prepared under US GAAP.
Additional information
IMPORTANT INFORMATION:
The offer to purchase all of the issued and outstanding common shares of
Alcan (the "Offer") is being made by Rio Tinto Canada Holding Inc. (the
"Offeror"), an indirect wholly-owned subsidiary of Rio Tinto.
This announcement is for information purposes only and does not
constitute or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security. The Offer (as the same may
be varied or extended in accordance with applicable law) is being made
exclusively by means of, and subject to the terms and conditions set out in,
the offer and takeover bid circular to be delivered to Alcan and filed with
Canadian provincial securities regulators and the United States Securities and
Exchange Commission (the "SEC") and mailed to Alcan shareholders.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.
In connection with the Offer, the Offeror will file with the Canadian
securities regulatory authorities and the SEC an offer and takeover bid
circular as well as ancillary documents such as a letter of transmittal and a
notice of guaranteed delivery and Alcan will file a directors' circular with
respect to the Offer. The Offeror will also file with the SEC a Tender Offer
statement on Schedule TO (the "Schedule TO") and Alcan is expected to file
with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9"). SHAREHOLDERS OF ALCAN ARE URGED TO READ THE OFFER AND
TAKEOVER BID CIRCULAR (INCLUDING THE LETTER OF TRANSMITTAL AND NOTICE OF
GUARANTEED DELIVERY), THE SCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID
CIRCULAR, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE
SCHEDULE 14D-9 AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.
The offer and takeover bid circular as well as other materials filed with
the Canadian securities regulatory authorities are available electronically
without charge at www.sedar.com. The
Schedule TO and the Schedule 14D-9 will
be available electronically without charge at the SEC's website, www.sec.gov.
Materials filed with the SEC or the Canadian securities regulatory authorities
may also be obtained without charge at Rio Tinto's website, www.riotinto.com.
While the Offer is being made to all holders of Alcan common shares, this
announcement does not constitute an offer or a solicitation in any
jurisdiction in which such offer or solicitation is unlawful. The Offer is not
being made in, nor will deposits be accepted in, any jurisdiction in which the
making or acceptance thereof would not be in compliance with the laws of such
jurisdiction. However, the Offeror may, in its sole discretion, take such
action as they may deem necessary to extend the Offer in any such
jurisdiction.
In France, an announcement including the main information relating of the
offer documents will be prepared and released pursuant to article 231-24 of
the AMF General Regulation and will contain information for Alcan shareholders
residing in France relating to how to accept, and the time limit for
acceptance of this Offer.
A Belgian supplement, addressing issues specific to holders of Alcan
ordinary shares and/or International Depositary Receipts (IDRs) in Belgium
(the "Belgian Supplement") is expected to be approved, together with the Offer
Document, by the Belgian Banking, Finance and Insurance Commission. Until such
approval has been obtained, the Offer cannot be made in Belgium to any holder
of Alcan ordinary shares and/or IDRs. Once such approval has been obtained,
the Offer Document will be made available in Belgium to all holders of Alcan
ordinary shares and/or IDRs together with the Belgian Supplement, and the
Offer will be made to such holders.
Forward looking statements
This announcement may contain statements which constitute
"forward-looking statements" about Rio Tinto and Alcan. Such statements
include, but are not limited to, statements with regard to the outcome of the
Offer, and may be (but are not necessarily) identified by the use of phrases
such as "will", "intend", "estimate", "expect", "anticipate", "believe" and
"envisage". By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future and may be outside the control of Rio Tinto or Alcan.
Actual results and developments may differ materially from those expressed or
implied in such statements because of a number of factors, including the
outcome of the Offer, revenue benefits and cost synergies being lower than
expected, integration costs being higher than expected, levels of demand and
market prices, the ability to produce and transport products profitably, the
impact of foreign currency exchange rates on market prices and operating
costs, operational problems, political uncertainty and economic conditions in
relevant areas of the world, the actions of competitors, activities by
governmental authorities such as changes in taxation or regulation and such
other risk factors identified in Rio Tinto's most recent Annual Report on Form
20-F filed with the SEC or Form 6-Ks furnished to the SEC or Alcan's most
recent periodic and current reports on Form 10-K, Form 10-Q or Form 8-K filed
with the SEC (as the case may be). Forward-looking statements should,
therefore, be construed in light of such risk factors and undue reliance
should not be placed on forward-looking statements.
Other than in accordance with their legal and regulatory obligations
(including, in the case of Rio Tinto, under the UK Listing Rules and the
Disclosure and Transparency Rules of the Financial Services Authority),
neither Rio Tinto nor Alcan is under any obligation and each of Rio Tinto and
Alcan expressly disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
For further information: Rio Tinto: Media Relations: London: Nick
Cobban, Office: +44 (0) 20 8080 1305, Mobile: +44 (0) 7920 041 003; Christina
Mills, Office: +44 (0) 20 8080 1306; France: Tara Hopkins, + 33 1 41 05 44 57;
Australia: Ian Head, Office: +61 (0) 3 9283 3620, Mobile: +61 (0) 408 360 101;
Canada/USA: Louie Cononelos, Office: +1 514 239 4207, Mobile: +1 801 573 6737;
Investor Relations: London: Nigel Jones, Office: +44 (0) 20 7753 2401, Mobile:
+44 (0) 7917 227 365; David Ovington, Office: +44 (0) 20 7753 2326, Mobile:
+44 (0) 7920 010978; Australia: Dave Skinner, Office: +61 (0) 3 9283 3628,
Mobile: +61 (0) 408 335 309; Susie Creswell, Office: +61 (0) 3 9283 3639,
Mobile: +61 (0) 418 933 792; questions@riotinto.com, Website:
www.riotinto.com, High resolution
photographs available at:
www.newscast.co.uk; Alcan: Media
contact: Anik Michaud, Office: (514)
848-8151, Media.relations@alcan.com; Investor contact: Ulf Quellmann, Office:
(514) 848 8368, Investor.relations@alcan.com
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