Rio Tinto offer for Alcan commenced
July 24 2007 - 6:25AM
PR Newswire (US)
MONTREAL, MELBOURNE and LONDON, July 24 /PRNewswire-FirstCall/ --
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 http://www.sedar.com/.
The Schedule TO and the Schedule 14D-9 will be available
electronically without charge at the SEC's website,
http://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, http://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. DATASOURCE: RIO TINTO
PLC CONTACT: 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;
, Website: http://www.riotinto.com/, High resolution photographs
available at: http://www.newscast.co.uk/; Alcan: Media contact:
Anik Michaud, Office: (514) 848-8151, ; Investor contact: Ulf
Quellmann, Office: (514) 848 8368,
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