10th Oct 2007 07:01
Rio Tinto PLC10 October 2007 Rio Tinto and Alcan name proposed Aluminium business executive management team Montreal, Melbourne and London - (October 10, 2007) - Rio Tinto and Alcan todaynamed the executive management team drawn from leaders of both companies thatwill form the functional and operating structure of Rio Tinto Alcan and will beinstrumental in the integration. The organization is conditional, and willbecome effective, upon the completion of Rio Tinto's acquisition of Alcan Inc.,expected in the fourth quarter of 2007. Dick Evans, Alcan's president and chief executive offer, will become chiefexecutive of the combined aluminium product group, Rio Tinto Alcan, based inMontreal, and will report directly to Rio Tinto's chief executive, Tom Albanese. Tom Albanese, Rio Tinto chief executive, stated: "As we approach the closing ofthe transaction, it's important to hit the ground running with a strongexecutive team that can begin to capitalize right away on our leadershipposition in the aluminium industry. I am very pleased to have Dick Evansleading an outstanding team drawn from the leaders of both Rio Tinto and Alcan." Dick Evans commented, "The new Rio Tinto Alcan executive team will be comprisedof industry leaders with proven track records in their respective roles, andthey are an experienced, talented, and well-respected group of professionals. Ilook forward to working with each of them to create a new world leader in thealuminium industry, and also as part of an extremely strong, diversified globalorganization. " The leaders of Rio Tinto Alcan's Business Units, responsible for the strategicand operational performance of Rio Tinto Alcan's businesses worldwide andreporting directly to Dick Evans, will be as follows: Steve Hodgson: President & chief executive officer, Bauxite and Alumina, RioTinto Alcan. His responsibilities will include bauxite mines, aluminarefineries and specialty alumina businesses worldwide. The Business Unitheadquarters will be located in Queensland, Australia. Jacynthe Cote: President & chief executive officer, Primary Metal, Rio TintoAlcan. Her responsibilities will include all primary metal facilities and powergeneration installations worldwide. The Business Unit headquarters will belocated in Montreal, Canada. Christel Bories: President & chief executive officer, Engineered Products, RioTinto Alcan. Her responsibilities continue to include Aerospace, Transportationand Industry (ATI), Extruded Products, Alcan International Network, Engineeredand Automotive Solutions, Cable, Composites, and Specialty Sheet. The EngineeredProducts Business Unit headquarters will continue to be located in Paris,France. Until the completion of its planned divestiture, announced in July 2007,Packaging will report to Dick Evans and be led by: Ilene Gordon: President & chief executive officer, Packaging, Rio Tinto Alcan.Her responsibilities will continue to include Food packaging, Beauty packaging,Tobacco packaging and Pharmaceutical packaging. The Packaging headquarters willcontinue to be located in Paris, France. The Rio Tinto Alcan executive staff functions of Finance, Human Resources andCommunications & External Relations, reporting to Dick Evans, will be led by: Phillip Strachan will lead the Finance function at Rio Tinto Alcan. He will alsobe responsible for Business Planning and Analysis, Information Systems &Technology, and Business Improvement, as well as co-leader of the Rio TintoAlcan integration. Jean-Christophe Deslarzes will lead the Human Resources function at Rio TintoAlcan. He will also be responsible for Health, Safety and Environment (HSE), aswell as co-leader of the Rio Tinto Alcan integration. Corey Copeland will lead the Communications & External Relations function at RioTinto Alcan. He will also be responsible for Government Relations andSustainable Development. Two additional functional leaders, Legal and Business Development, will beannounced at a future date. Until these announcements are made, business will beconducted as usual in these areas. 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. The Sharing Agreement (the agreement relating to the regulation of therelationship between Rio Tinto plc and Rio Tinto Limited following the duallisted companies merger) provides for the public shareholders of Rio Tinto plcand Rio Tinto Limited to vote as a joint electorate on all matters which affectshareholders of both companies in similar ways. These are referred to as JointDecisions. Joint Decisions are voted on a poll. To facilitate the joint votingarrangements, each company has entered into shareholder voting agreements. Eachcompany has issued a Special Voting Share to a special purpose company held intrust by a common trustee. Rio Tinto plc has issued its Special Voting Share(RTP Special Voting Share) to RTL Shareholder SVC and Rio Tinto Limited hasissued its Special Voting Share (RTL Special Voting Share) to RTP ShareholderSVC. The total number of votes cast on Joint Decisions by the publicshareholders of one company are voted at the parallel meeting of the othercompany. About Alcan Alcan Inc. (NYSE, TSX: AL) is a leading global materials company, deliveringhigh quality products and services worldwide. With world-class technology andoperations in bauxite mining, alumina processing, primary metal smelting, powergeneration, aluminum fabrication, engineered solutions as well as flexible andspecialty packaging, today's Alcan is well positioned to meet and exceed itscustomers' needs. Alcan is represented by 68,000 employees, including its jointventures, in 61 countries and regions, and posted revenues of US$23.6 billion in2006. The Company has featured on the Dow Jones Sustainability Indexesconsecutively since 2002. For more information, please visit: www.alcan.com. Rio Tinto contact information: Media Relations, London Media Relations, Australia Christina Mills Ian Head Office: +44 (0) 20 8080 1306 Office: +61 (0) 3 9283 3620 Mobile: +44 (0) 7825 275 605 Mobile: +61 (0) 408 360 101 Nick Cobban Amanda Buckley Office: +44 (0) 20 8080 1305 Office: +61 (0) 3 9283 3627 Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 419 801 349 Investor Relations, London Investor Relations, Australia Nigel Jones Dave Skinner Office: +44 (0) 20 7753 2401 Office: +61 (0) 3 9283 3628 Mobile: +44 (0) 7917 227 365 Mobile: +61 (0) 408 335 309 Investor Relations, North America David Ovington Jason Combes Office: +44 (0) 20 7753 2326 Office: +1 (0) 801 685 4535 Mobile: +44 (0) 7920 010 978 Mobile: +1 (0) 801 558 2645 Email: [email protected] Website: www.riotinto.com High resolution photographs available at: www.newscast.co.uk Alcan contact information: Media Relations: Investor Relations: Anik Michaud Ulf Quellmann Tel.: +1-514-848-8151 Tel.: +1-514-848-8368 [email protected] [email protected] 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., Canadian Eastern Time, onOctober 23, 2007, unless extended. The Offer is subject to a number ofconditions including valid acceptances by holders of not less than 66 2/3 percent of Alcan shares on a fully diluted basis and the receipt of variousgovernmental and regulatory approvals. The board of Rio Tinto has approved thetransaction. The Offer is expected to close in the fourth quarter of 2007. 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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