6th Feb 2008 15:50
Rio Tinto PLC06 February 2008 Rio Tinto rejects BHP Billiton's pre-conditional offer 6 February 2008 The Boards of Rio Tinto have given careful consideration to BHP Billiton'spre-conditional offers to acquire the whole of the issued share capital of RioTinto plc and Rio Tinto Limited. Under this proposal each Rio Tinto share wouldbe exchanged for 3.4 BHP Billiton shares. The Boards have concluded that the pre-conditional offers significantlyundervalue Rio Tinto. Accordingly the Boards have unanimously rejected BHPBilliton's pre-conditional offers as not being in the best interests ofshareholders. Rio Tinto's Chairman, Paul Skinner said: "BHP Billiton's offers, while improved,still fail to recognise the underlying value of Rio Tinto's quality assets andprospects. Our plans are unchanged, and will remain so unless a proposal is madethat fully reflects the value of Rio Tinto. Accordingly we are forging aheadwith our strategy of operating and developing large scale, long life, low costassets to generate significant value for shareholders". Rio Tinto's chief executive officer Tom Albanese said: "Rio Tinto has anexceptional portfolio of assets and significant stand alone growthopportunities, particularly in iron ore, copper and aluminium. These assets andopportunities, combined with the company's strong track record for valuedelivery, project execution and successful exploration means Rio Tinto is verywell positioned to take advantage of strong global markets and the growth in theresources industry, maximising value for shareholders." About Rio Tinto Rio Tinto is a leading international mining group headquartered in the UK,combining Rio Tinto plc, a London and NYSE listed company, and Rio TintoLimited, which is 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. Important Information A further announcement will be made as and when appropriate. There can be nocertainty that any offers will be made nor as to the terms on which any offersmay be made. In the United States, Rio Tinto will file a Solicitation/RecommendationStatement with the US Securities and Exchange Commission (the "SEC") on Schedule14D-9 following commencement of a tender offer within the meaning of Rule 14d-2under the Securities Exchange Act of 1934 and holders of Ordinary Shares andAmerican Depositary Shares are advised to read it when it becomes available asit will contain important information. Copies of the Schedule 14D-9 and otherrelated documents filed by Rio Tinto will be available free of charge on theSEC's website at http://www.sec.gov. In addition, documents filed with the SECby Rio Tinto may be obtained free of charge by contacting Rio Tinto's media orinvestor relations departments or on Rio Tinto's website at www.riotinto.com.Any documents filed by BHP Billiton, including any registration statement onForm F-4 (which will include a preliminary prospectus) and related exchangeoffer materials as well as any Tender Offer Statement on Schedule TO, will alsobe available free of charge on the SEC's website. Forward-Looking Statements This announcement includes forward-looking statements. All statements other thanstatements of historical facts included in this announcement, including, withoutlimitation, those regarding Rio Tinto's financial position, business strategy,plans and objectives of management for future operations (including developmentplans and objectives relating to Rio Tinto's products, production forecasts andreserve and resource positions), are forward-looking statements. Suchforward-looking statements involve known and unknown risks, uncertainties andother factors which may cause the actual results, performance or achievements ofRio Tinto, or industry results, to be materially different from any futureresults, performance or achievements expressed or implied by suchforward-looking statements. Such forward-looking statements are based on numerous assumptions regarding RioTinto's present and future business strategies and the environment in which RioTinto will operate in the future. Among the important factors that could causeRio Tinto's actual results, performance or achievements to differ materiallyfrom those in the forward-looking statements include, among others, levels ofactual production during any period, levels of demand and market prices, theability to produce and transport products profitably, the impact of foreigncurrency exchange rates on market prices and operating costs, operationalproblems, political uncertainty and economic conditions in relevant areas of theworld, the actions of competitors, activities by governmental authorities suchas changes in taxation or regulation and such other risk factors identified inRio Tinto's most recent Annual Report on Form 20-F filed with the SEC or Form6-Ks furnished to the SEC. Forward-looking statements should, therefore, beconstrued in light of such risk factors and undue reliance should not be placedon forward-looking statements. These forward-looking statements speak only as ofthe date of this announcement. Rio Tinto expressly disclaims any obligation orundertaking (except as required by applicable law, the City Code on Takeoversand Mergers (the "Takeover Code"), the UK Listing Rules, the Disclosure andTransparency Rules of the Financial Services Authority and the Listing Rules ofthe Australian Securities Exchange) to release publicly any updates or revisionsto any forward-looking statement contained herein to reflect any change in RioTinto's expectations with regard thereto or any change in events, conditions orcircumstances on which any such statement is based. Nothing in this announcement should be interpreted to mean that future earningsper share of Rio Tinto plc or Rio Tinto Limited will necessarily match or exceedits historical published earnings per share. Subject to the requirements of the Takeover Code, none of Rio Tinto, any of itsofficers or any person named in this announcement with their consent or anyperson involved in the preparation of this announcement makes any representationor warranty (either express or implied) or gives any assurance that the impliedvalues, anticipated results, performance or achievements expressed or implied inforward-looking statements contained in this announcement will be achieved. For further information, please contact: Media Relations, London Media Relations, Australia Christina Mills Ian HeadOffice: +44 (0) 20 7781 1154 Office: +61 (0) 3 9283 3620Mobile: +44 (0) 7825 275 605 Mobile: +61 (0) 408 360 101 Nick Cobban Amanda BuckleyOffice: +44 (0) 20 7781 1138 Office: +61 (0) 3 9283 3627Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 419 801 349 Media Relations, US Nancy IvesMobile: +1 619 540 3751 Investor Relations, London Investor Relations, Australia Nigel Jones Dave SkinnerOffice: +44 (0) 20 7781 2049 Office: +61 (0) 3 9283 3628Mobile: +44 (0) 7917 227 365 Mobile: +61 (0) 408 335 309 David Ovington Simon EllinorOffice: +44 (0) 20 7781 2051 Office:+ 61 (0) 7 3867 1068Mobile: +44 (0) 7920 010 978 Investor Relations, North America Jason CombesOffice: +1 (0) 801 685 4535Mobile: +1 (0) 801 558 2645 Email: [email protected] Website: www.riotinto.comHigh resolution photographs available at: www.newscast.co.uk This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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