18th Oct 2007 07:28
Rio Tinto PLC18 October 2007 18 October 2007 Rio Tinto Offer for Alcan: Investment Canada Act Approval Received Rio Tinto has received approval from The Honourable Jim Prentice, Canada'sMinister of Industry, under the Investment Canada Act for the proposedacquisition of Alcan Inc. by a subsidiary of Rio Tinto. Rio Tinto's Chief Executive, Tom Albanese, said "This important step recognisesthat we have committed to bring significant benefits to Canada as a result ofthis transaction. Rio Tinto has been an investor in Canada for decades and isdedicated to growing the combined Rio Tinto Alcan presence, which will beheadquartered in Canada and will be positive for Canadian jobs, investment andresearch and development." Rio Tinto obtained Investment Canada Act approval by demonstrating that itsacquisition of Alcan would be of net benefit to Canada. In doing so, Rio Tintohas provided to the Minister several important undertakings in relation toAlcan's operations and employees in Canada, including establishing the newglobal aluminium leader's headquarters in Montreal, ensuring that a majority ofCanadian based senior managers are Canadian, creating a shared services hub inMontreal and ensuring robust R&D employment and expenditures. Rio Tinto hasalso made major capital expenditure commitments on projects such as the AP50pilot plant in Quebec and the Kitimat modernization in British Columbia. In addition to the chief executive of Rio Tinto Alcan, Dick Evans, Rio Tintowill be appointing two of the Canadian non-executive directors of Alcan to itsBoard. Further, Rio Tinto will be making significant contributions to Canadiancommunities, including the creation of a major charitable foundation,demonstrating Rio Tinto's dedication to Canada. The undertakings made to the Minister of Industry build on the commitments RioTinto has made to the Province of Quebec pursuant to the Continuity Agreement. Rio Tinto's offer for Alcan is scheduled to expire at 6:00 p.m. Canadian EasternTime on October 23, 2007. Alcan shareholders are encouraged to tender theirshares as soon as possible. Cont.../ 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, Australia Media Relations, LondonAmanda Buckley Christina MillsOffice: +61 (0) 3 9283 3627 Office: +44 (0) 20 8080 1306Mobile: +61 (0) 419 801 349 Mobile: +44 (0) 7825 275 605Ian Head Nick CobbanOffice: +61 (0) 3 9283 3620 Office: +44 (0) 20 8080 1305Mobile: +61 (0) 408 360 101 Mobile: +44 (0) 7920 041 003 Investor Relations, Australia Investor Relations, LondonDave Skinner Nigel JonesOffice: +61 (0) 3 9283 3628 Office: +44 (0) 20 7753 2401Mobile: +61 (0) 408 335 309 Mobile: +44 (0) 7917 227365 Investor Relations, North America David OvingtonJason Combes Office: +44 (0) 20 7753 2326Office: +1 (0) 801 685 4535 Mobile: +44 (0) 7920 010 978Mobile: +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 Offer represents a total considerationfor Alcan common shares of approximately US$38.1 billion. The Offer is open for acceptance until 6.00 p.m., Eastern Time, on October 23,2007, unless extended. The Offer is subject to a number of conditions includingvalid acceptances by holders of not less than 66 2/3 per cent of Alcan shares ona fully diluted basis. 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, areavailable free of charge to the holders of Alcan Shares registered withEuroclear France who request it from Citi France, Global Transaction Services,Operations department, 19 le Parvis la Defense 7, 92073 Paris la Defense. Theyare also available on the internet at the following address: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 offerdocument, the Belgian Supplement and the notice of extension 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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