24th Oct 2007 07:00
Rio Tinto PLC24 October 2007 Date: 23 October 2007 Rio Tinto Offer for Alcan successful - Offer extended to November 8, 2007 Rio Tinto today announces that approximately 298,759,000 common shares of AlcanInc. (which represent approximately 79.41% of the outstanding shares on a fullydiluted basis) have been validly deposited and taken up under the offer by RioTinto Canada Holding Inc. ("RTCH") to acquire all the shares of Alcan (the "Offer"). RTCH has also received notices of guaranteed delivery coveringapproximately an additional 21,336,000 Alcan common shares (which representapproximately 5.67% of the outstanding shares on a fully diluted basis). All of the conditions of the Offer have been satisfied and the initial offeringperiod, which was extended until October 23, 2007, is now closed for acceptance.RTCH has taken up all the Alcan shares deposited under the Offer and thoseshares may no longer be withdrawn. Payment for the deposited shares will bemade to the depositary on October 25, 2007. The shares covered by notices ofguaranteed delivery will be taken up when the certificates representing them aredelivered. RTCH has extended the Offer until 6:00 P.M. (Canadian Eastern Time) on November8, 2007 by commencing a subsequent offering period (the "Subsequent OfferingPeriod") to allow those Alcan shareholders who have not already deposited theirshares under the Offer the chance to do so. They will receive US$101 per shareas was offered during the initial offering period. A notice of extension willbe mailed promptly. RTCH will immediately take up and promptly pay for allAlcan shares validly deposited under the Offer during the Subsequent OfferingPeriod. Paul Skinner, chairman, Rio Tinto said: "We have been working towards our offerfor Alcan becoming unconditional and have now passed the final milestone, withmore than two thirds of Alcan shareholders having tendered their shares. Thislandmark deal will contribute significantly to Rio Tinto's strategy of creatingshareholder value through building a portfolio of globally-leading, highquality, long life, low cost assets." Tom Albanese, chief executive, Rio Tinto, said "We now look forward to combiningAlcan's excellent assets with our own aluminium operations to create the world'sleading aluminium producer, to be known as Rio Tinto Alcan. The outlook foraluminium remains strong and the prospects for Rio Tinto Alcan are excellent.Rio Tinto Alcan will be a strong operational platform to pursue new growthopportunities in aluminium." If RTCH acquires more than 90% of the Alcan shares, upon expiry of the Offer, itintends to acquire all shares it does not then own by way of statutorycompulsory acquisition pursuant to the Canada Business Corporations Act. If permitted by applicable law, RTCH intends to cause Alcan to cease to be areporting issuer under Canadian securities legislation and to apply to delistthe Alcan common shares from the Toronto Stock Exchange, the New York StockExchange, the London Stock Exchange, the SWX Swiss Exchange, Euronext Paris andEuronext Brussels (with respect to the international depositary receipts) and tocause the Alcan common shares to be deregistered under the US Securities andExchange Act of 1934 as soon as practicable after the completion of the Offer. 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. Cont... For further information, please contact:Media Relations, London Media Relations, AustraliaChristina Mills Ian HeadOffice: +44 (0) 20 8080 1306 Office: +61 (0) 3 9283 3620Mobile: +44 (0) 7825 275 605 Mobile: +61 (0) 408 360 101 Nick CobbanOffice: +44 (0) 20 8080 1305 Amanda BuckleyMobile: +44 (0) 7920 041 003 Office: +61 (0) 3 9283 3627 Mobile: +61 (0) 419 801 349 Investor Relations, London Investor Relations, 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 Investor Relations, North America David Ovington Jason CombesOffice: +44 (0) 20 7753 2326 Office: +1 (0) 801 685 4535Mobile: +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 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 Offerrepresents a total consideration for Alcan common shares of approximatelyUS$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, ASAMENDED (INCLUDING THE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY),THE SCHEDULE 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 first noticeof extension of the Offer was approved by the BFIC on 18 September 2007 (the "First Supplement"). A second notice of extension of the Offer was approved bythe BFIC on 23 October 2007 (the "Second Supplement"). The offer document, theBelgian Supplement, the First Supplement and the Second Supplement are availablefree of charge to the investors in Belgium who request it from the Belgianbranch of Citibank International plc, Department GTS Operations, 4th floor,boulevard General Jacques 263G, 1050 Brussels. They are also available on theinternet at the 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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