25th Oct 2007 07:00
Rio Tinto PLC25 October 2007 Date: 25 October 2007 Alcan joins Rio Tinto to create global aluminium leader Alcan today joined the Rio Tinto group following the successful Offer for Alcanby a subsidiary of Rio Tinto. The expanded aluminium product group, formed bythe combination of Alcan and Rio Tinto's existing aluminium assets, today becamethe new global leader in aluminium and will be known as Rio Tinto Alcan. Rio Tinto chief executive, Tom Albanese and Rio Tinto Alcan chief executive,Dick Evans hosted special events at Rio Tinto Alcan's Montreal headquarters andhighlighted the opportunities created by bringing Alcan into the Rio TintoGroup, and the potential for continued strong growth in the aluminium sector.Similar employee events took place in Brisbane. "I am proud to be here to welcome Alcan employees into the Rio Tinto family",said Tom Albanese. "They have built a company whose values we share. "Rio Tinto's strategy is to create shareholder value through investing in highquality, long life, low cost assets, and Alcan is a terrific addition to the RioTinto group. Together, we have a fantastic opportunity to build an even strongerglobal aluminium business through profitable and sustainable growth." "I ampersonally delighted to have the opportunity to be part of the new leader in theglobal aluminium industry, Rio Tinto Alcan," said Dick Evans. "With ourattractive cost position, strong technology portfolio, complementary refiningand smelting assets, and a strong growth pipeline, Rio Tinto Alcan's mission isto create maximum sustainable value for Rio Tinto shareholders and to fulfil ourmutual commitments to all of our stakeholders," he added. The offer for Alcan, which was recommended by the Alcan Board, was announced byRio Tinto on 12 July 2007 and has received approvals from relevant authoritiesand governments globally and the support of Rio Tinto shareholders. Both Rio Tinto and Alcan have been recognised as leading stewards of theenvironment and the communities in which they operate, and in putting workersafety at the top of the priority list, and this philosophy would be maintained,stressed Tom Albanese and Dick Evans."Rio Tinto Alcan will maintain commitments to excellence in health, safety andenvironmental performance, working together to ensure the economic,environmental, and social sustainability of the communities in which weoperate," said Dick Evans. A new look and logo are being introduced for the Rio Tinto Alcan product group.The new logo represents the rich heritage of both companies and signifiesstrength, confidence and leadership. Rio Tinto in Canada Rio Tinto has been an investor in Canada for decades and currently hassignificant business activities in the Province of Quebec (including QIT-Fer etTitane and Iron Ore Company of Canada), and the Northwest Territories (DiavikDiamond Mines).Rio Tinto is committed to investing in the Rio Tinto Alcan presence in Canada,particularly in the Provinces of Quebec and British Columbia, in addition tolocating the headquarters of the combined aluminium product group in Montreal.The product group's aluminium smelting technology research and developmentheadquarters will also be located in Quebec. Rio Tinto in Australia Australia's strengths in bauxite extraction, alumina refinery operations andproject development will be enhanced by locating the combined global bauxite andalumina business and associated research and development activities in Brisbane.Rio Tinto has a significant programme of capacity growth in place following therecent announcement of the expansion at Rio Tinto's Yarwun alumina refinery, andthe ongoing bauxite capacity expansion at Weipa. Rio Tinto in France Rio Tinto has a strong, long-term commitment to France, which it believesprovides an attractive environment in which to invest, conduct business andengage in world-leading research and development. Rio Tinto recognises France'slong history of expertise and research and development in aluminium technology,particularly "new cell" smelting technology and is committed to building onFrench innovation in this area. Rio Tinto has had operations in France since1988 through its Talc de Luzenac business based in Toulouse. For more information, please visit: www.riotinto.com/riotintoalcan 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, whichis listed on the Australian Securities Exchange. Rio Tinto's business is finding, mining, and processing mineral resources. Majorproducts 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 NorthAmerica with significant businesses in South America, Asia, Europe and southernAfrica. For further information, please contact: Media Relations, London Christina MillsOffice: +44 (0) 20 8080 1306Mobile: +44 (0) 7825 275 605 Media Relations, Australia Ian HeadOffice: +61 (0) 3 9283 3620Mobile: +61 (0) 408 360 101 Amanda BuckleyOffice: +61 (0) 3 9283 3627Mobile: +61 (0) 419 801 349 Media Relations, Montreal Anik MichaudTel.: +1 514 848 8151 [email protected] TuckerTel.: +1 514 848 8151 [email protected] Investor Relations, London Nigel JonesOffice: +44 (0) 20 7753 2401Mobile: +44 (0) 7917 227 365 David Ovington Office: +44 (0) 20 7753 2326Mobile: +44 (0) 7920 010 978 Investor Relations, Australia Dave Skinner Office: +61 (0) 3 9283 3628Mobile: +61 (0) 408 335 309 Investor Relations, North America Jason Combes Office: +1 (0) 801 685 4535Mobile: +1 (0) 801 558 2645 Email: [email protected] Website: www.riotinto.com High resolution photographs available at: www.newscast.co.uk Additional information The offer to purchase all of the issued and outstanding common shares of Alcanfor US$101 per common share in a recommended, all cash transaction (the "Offer")is being made by Rio Tinto Canada Holding Inc. (the "Offeror"), an indirectwholly-owned subsidiary of Rio Tinto. The address of the Offeror is 770Sherbrooke Street West, Suite 1800, Montreal, Quebec, H3A 1G1. The Offer represents a total consideration for Alcan common shares ofapproximately US$38.1 billion. The subsequent offering period has commenced and the Offer is open foracceptance until 6.00 p.m., Canadian Eastern Time, on November 8, 2007, unlessextended. This announcement is for information purposes only and does not constitute orform part of any offer or invitation to purchase, otherwise acquire, subscribefor, sell, otherwise dispose of or issue, or any solicitation of any offer tosell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for,any security. The Offer (as the same may be varied or extended in accordancewith applicable law) is being made exclusively by means of, and subject to theterms and conditions set out in, the offer and takeover bid circular deliveredto Alcan and filed with Canadian provincial securities regulators and the UnitedStates Securities and Exchange Commission (the "SEC") and mailed to Alcanshareholders. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. In connection with the Offer, an offer and takeover bid circular as well asancillary documents such as a letter of transmittal and a notice of guaranteeddelivery have been filed with the Canadian securities regulatory authorities andthe SEC and an Alcan directors' circular with respect to the Offer has also beenfiled. A Tender Offer statement on Schedule TO (the "Schedule TO") and aSolicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")has also been filed with the SEC. SHAREHOLDERS OF ALCAN ARE URGED TO READ THE OFFER AND TAKEOVER BID CIRCULAR(INCLUDING THE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY), THESCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR, LETTER OFTRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9 AS THEYCONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. The offer and takeover bid circular as well as other materials filed with theCanadian securities regulatory authorities are available electronically withoutcharge at www.sedar.com. The Schedule TO and the Schedule 14D-9 are availableelectronically without charge at the SEC's website, www.sec.gov. Materials filedwith the SEC or the Canadian securities regulatory authorities may also beobtained without charge at Rio Tinto's website, www.riotinto.com. While the Offer is being made to all holders of Alcan common shares, thisannouncement does not constitute an offer or a solicitation in any jurisdictionin 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 oracceptance thereof would not be in compliance with the laws of suchjurisdiction. However, the Offeror may, in its sole discretion, take such actionas it may deem necessary to extend the Offer in any such jurisdiction. The Offer is made to holders in France of Alcan common shares admitted totrading on Euronext-Paris. An announcement including the main informationrelating to the Offer documents has been prepared and released pursuant toarticle 231-24 of the AMF General Regulation and contains information relatingto how and in which time limit Alcan shareholders residing in France can acceptthis Offer. The offer document and the announcement prepared pursuant to article231-24 of the AMF General Regulation, as amended on 17 September 2007, 23 and 24October 2007 are available free of charge to the holders of Alcan Sharesregistered with Euroclear France who request it from Citi France, GlobalTransaction Services, Operations department, 19 le Parvis la Defense 7, 92073Paris la Defense. They are also available on the internet at the followingaddress: www.computershare.com/Rio-AlcanFrenchofferdocument. The Offer is made to holders in Belgium of Alcan common shares and/orcertificates admitted to trading on Euronext Brussels (the "IDRs"). A Belgiansupplement, addressing issues specific to holders of Alcan common shares and/orIDRs in Belgium (the "Belgian Supplement") was approved by the Belgian Banking,Finance and Insurance Commission (the "BFIC") on 2 August 2007. A notice ofextension of the Offer was approved by the BFIC on 18 September 2007 (the "FirstSupplement"). A second notice of extension of the Offer was approved by the BFICon 23 October 2007 (the "Second Supplement"). The offer document, the BelgianSupplement , the First Supplement and the Second Supplement are available freeof charge to the investors in Belgium who request it from the Belgian branch ofCitibank International plc, Department GTS Operations, 4th floor, boulevardGeneral Jacques 263G, 1050 Brussels. They are also available on the internet atthe following address: www.computershare.com/Rio-AlcanBelgianofferdocument Forward looking statements This announcement contains statements which constitute "forward-lookingstatements" about Rio Tinto and Alcan. Such statements include, but are notlimited to, statements with regard to the outcome of the proposed Offer, anystatements about cost synergies, revenue benefits or integration costs,capacity, future production and grades, projections for sales growth, estimatedrevenues and reserves, targets for cost savings, the construction cost of newprojects, projected capital expenditures, the timing of new projects, futurecash flow and debt levels, the outlook for minerals and metals prices, theoutlook for economic recovery and trends in the trading environment and may be(but are not necessarily) identified by the use of phrases such as "will","intend", "estimate", "expect", "anticipate", "believe" and "envisage". By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to events and depend on circumstances that will occur in the future andmay be outside the control of Rio Tinto or Alcan. Actual results anddevelopments may differ materially from those expressed or implied in suchstatements because of a number of factors, including the outcome of the proposedOffer, revenue benefits and cost synergies being lower than expected,integration costs being higher than expected, levels of demand and marketprices, the ability to produce and transport products profitably, the impact offoreign currency exchange rates on market prices and operating costs,operational problems, political uncertainty and economic conditions in relevantareas of the world, the actions of competitors, activities by governmentalauthorities such as changes in taxation or regulation and such other riskfactors identified in Rio Tinto's most recent Annual Report on Form 20-F filedwith the SEC or Form 6-Ks furnished to the SEC or Alcan's most recent periodicand current reports on Form 10-K, 10-Q or 8-K filed with the SEC (as the casemay be). Forward-looking statements should, therefore, be construed in light ofsuch risk factors and undue reliance should not be placed on forward-lookingstatements. Nothing in this announcement should be interpreted to mean that the futureearnings per share of Rio Tinto will necessarily match or exceed its historicalpublished earnings per share. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Rio Tinto