24th Jul 2007 12:00
Rio Tinto PLC24 July 2007 Rio Tinto offer for Alcan commenced Montreal, Melbourne and London (24 July 2007) - Rio Tinto plc and Alcan Inc.announce that Rio Tinto Canada Holding Inc., an indirect wholly-owned subsidiaryof Rio Tinto, will today commence its offer for Alcan and mail its offer andtake-over bid circular to Alcan shareholders. The Alcan directors' circularcontaining the Alcan board's unanimous recommendation to accept the Rio TintoCanada Holding offer is also being mailed to Alcan shareholders. Earlier thismonth, Rio Tinto and Alcan reached an agreement for Rio Tinto Canada Holding tomake an offer to acquire all of Alcan's outstanding common shares for US$101 percommon share in a recommended, all cash transaction. The offer represents a total consideration for Alcan common shares ofapproximately 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 validacceptances by holders of not less than 66 2/3 per cent of Alcan shares ona fully diluted basis. The board of Rio Tinto has approved the transaction. Theoffer 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, 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. About Alcan Alcan Inc. is a leading global materials company, delivering high qualityproducts, engineered solutions and services worldwide. With operations inbauxite mining, alumina processing, primary metal smelting, power generation,aluminium fabrication, engineered solutions as well as flexible and specialtypackaging, and with world class technology, Alcan is well positioned to meet andexceed its customers' needs. Alcan is represented by 68,000 employees, includingits joint ventures, in 61 countries and regions. For the year ended 31 December 2006, Alcan had audited consolidated revenues ofUS$23,641 million (2005: US$20,320 million), and profit before taxation ofUS$2,373 million (2005: US$323 million). Alcan had audited gross assets as at 31December 2006 of US$28,939 million. The Alcan financial information presentedabove has been extracted without material amendment from published financialreports prepared under US GAAP. Contacts Rio Tinto Media Relations London Australia Nick Cobban Ian HeadOffice: +44 (0) 20 8080 1305 Office: +61 (0) 3 9283 3620Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 408 360 101Christina MillsOffice: +44 (0) 20 8080 1306 France Canada/ USATara Hopkins Louie Cononelos+ 33 1 41 05 44 57 Office: +1 514 239 4207 Mobile: +1 801 573 6737 Investor Relations London AustraliaNigel Jones Dave SkinnerOffice: +44 (0) 20 7753 2401 Office: +61 (0) 3 9283 3628Mobile: +44 (0) 7917 227 365 Mobile: +61 (0) 408 335 309 David Ovington Susie CreswellOffice: +44 (0) 20 7753 2326 Office: +61 (0) 3 9283 3639Mobile: +44 (0) 7920 010978 Mobile: +61 (0) 418 933 792 Email: [email protected]: www.riotinto.comHigh resolution photographs available at: www.newscast.co.uk Alcan Media contact Investor contact Anik Michaud Ulf QuellmannOffice: +1 514 848 8151 Office : +1 514 848 [email protected] [email protected] 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"), anindirect wholly-owned subsidiary of Rio Tinto. 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 to bedelivered to Alcan and filed with Canadian provincial securities regulators andthe United States Securities and Exchange Commission (the "SEC") and mailed toAlcan shareholders. 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, the Offeror will file with the Canadian securitiesregulatory authorities and the SEC an offer and takeover bid circular as well asancillary documents such as a letter of transmittal and a notice of guaranteeddelivery 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"). SHAREHOLDERSOF ALCAN ARE URGED TO READ THE OFFER AND TAKEOVER BID CIRCULAR (INCLUDING THELETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY), THE SCHEDULE TO(INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR, LETTER OF TRANSMITTAL ANDRELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9 AS THEY WILL CONTAINIMPORTANT 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 will beavailable electronically without charge at the SEC's website, www.sec.gov.Materials filed with the SEC or the Canadian securities regulatory authoritiesmay 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, 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 they may deem necessary to extend the Offer in any such jurisdiction. In France, an announcement including the main information relating of the offerdocuments will be prepared and released pursuant to article 231-24 of the AMFGeneral Regulation and will contain information for Alcan shareholders residingin France relating to how to accept, and the time limit for acceptance of thisOffer. A Belgian supplement, addressing issues specific to holders of Alcan ordinaryshares and/or International Depositary Receipts (IDRs) in Belgium (the "BelgianSupplement") is expected to be approved, together with the Offer Document, bythe Belgian Banking, Finance and Insurance Commission. Until such approval hasbeen obtained, the Offer cannot be made in Belgium to any holder of Alcanordinary shares and/or IDRs. Once such approval has been obtained, the OfferDocument will be made available in Belgium to all holders of Alcan ordinaryshares and/or IDRs together with the Belgian Supplement, and the Offer will bemade to such holders. Forward looking statements This announcement may contain 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 Offer, and may be (butare 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 toevents and depend on circumstances that will occur in the future and may beoutside the control of Rio Tinto or Alcan. Actual results and developments maydiffer materially from those expressed or implied in such statements because ofa number of factors, including the outcome of the Offer, revenue benefits andcost synergies being lower than expected, integration costs being higher thanexpected, levels of demand and market prices, the ability to produce andtransport products profitably, the impact of foreign currency exchange rates onmarket prices and operating costs, operational problems, political uncertaintyand economic conditions in relevant areas of the world, the actions ofcompetitors, activities by governmental authorities such as changes in taxationor regulation and such other risk factors identified in Rio Tinto's most recentAnnual Report on Form 20-F filed with the SEC or Form 6-Ks furnished to the SECor Alcan's most recent periodic and current reports on Form 10-K, Form 10-Q orForm 8-K filed with the SEC (as the case may be). Forward-looking statementsshould, therefore, be construed in light of such risk factors and undue relianceshould 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 andTransparency Rules of the Financial Services Authority), neither Rio Tinto norAlcan is under any obligation and each of Rio Tinto and Alcan expressly disclaimany intention or obligation to update or revise any forward-looking statements,whether as a result of new information, future events or otherwise. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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