LONDON, Oct. 24 /CNW/ - The boards of Rio Tinto plc and Rio Tinto Limited
are pleased to announce that, following the acquisition of Alcan Inc, Yves
Fortier, Paul Tellier and Dick Evans have been appointed as directors with
effect from 25 October 2007.
Yves Fortier, currently chairman of the board of Alcan, and Paul Tellier,
currently a non- executive director of Alcan, become non executive directors
of Rio Tinto. Yves joins the Nominations Committee and the Committee on Social
and Environmental Accountability. Paul joins the Audit Committee and the
Dick Evans, the current Alcan chief executive officer, becomes an
executive director of Rio Tinto and the chief executive of the combined
aluminium group, Rio Tinto Alcan, based in Montreal and will report directly
to Rio Tinto's chief executive, Tom Albanese.
Commenting on the appointments, Paul Skinner, chairman, said "I am very
pleased to welcome Yves, Paul and Dick to the Rio Tinto board. They will play
key roles in providing important continuity during the integration of Alcan
and bring valuable new perspectives, particularly in relation to Canada, to
As announced at the Rio Tinto 2007 annual general meetings , Sir Richard
Sykes, currently the senior non executive director, will retire at the
conclusion of the 2008 annual general meetings. Andrew Gould, currently
chairman of the Audit Committee, will become the senior non executive director
on Sir Richard's retirement and will become chairman of the Remuneration
Committee. Sir David Clementi will replace Andrew Gould as chairman of the
Audit Committee. These latter changes will take effect from the conclusion of
the 2008 annual general meetings.
Notes to editors
Yves Fortier, aged 72, was Ambassador and Permanent Representative of
Canada to the United Nations from 1988 to 1992. He is chairman and a senior
partner of the law firm Ogilvy Renault. He has been a director of Alcan since
2002 and is currently the chairman of the board. Yves is also a non executive
director of NOVA Chemicals Corporation, and was governor of Hudson's Bay
Company from 1998 to 2006, a director of the Royal Bank of Canada from 1992 to
2005 and trustee of the International Accounting Standards Committee from 2000
Paul Tellier, aged 68, was Clerk of the Privy Council Office and
Secretary to the Cabinet of the Government of Canada from 1985 to 1992 and was
president and chief executive officer of the Canadian National Railway Company
from 1992 to 2002. Until December 2004, he was president and chief executive
officer of Bombardier Inc. He has been a non executive director of Alcan since
1998. Paul is also a director of McCain Foods, Bell Canada, BCE Inc. and the
advisory board of General Motors of Canada. He is also a strategic advisor to
Société Générale (Canada).
Dick Evans, aged 60, held senior management positions with Kaiser
Aluminium & Chemical Corporation before joining Alcan in 1997 where he has
held several senior management positions including executive vice president,
Office of the President. He has been president and chief executive officer of
Alcan since March, 2006. Dick is also a non executive director of Bowater Inc.
and the International Aluminium Institute.
The offer to purchase all of the issued and outstanding common shares of
Alcan for 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
indirect wholly-owned subsidiary of Rio Tinto. The address of the Offeror is
770 Sherbrooke Street West, Suite 1800, Montreal, Quebec, H3A 1G1.
The Offer represents a total consideration for Alcan common shares of
approximately US$38.1 billion.
The subsequent offering period has commenced and the Offer is open for
acceptance until 6.00 p.m., Canadian Eastern Time, on November 8, 2007, unless
This announcement is for information purposes only and does not
constitute or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security. The Offer (as the same may
be varied or extended in accordance with applicable law) is being made
exclusively by means of, and subject to the terms and conditions set out in,
the offer and takeover bid circular delivered to Alcan and filed with Canadian
provincial securities regulators and the United States Securities and Exchange
Commission (the "SEC") and mailed to Alcan shareholders.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.
In connection with the Offer, an offer and takeover bid circular as well
as ancillary documents such as a letter of transmittal and a notice of
guaranteed delivery have been filed with the Canadian securities regulatory
authorities and the SEC and an Alcan directors' circular with respect to the
Offer has also been filed. A Tender Offer statement on Schedule TO (the
"Schedule TO") and a Solicitation/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), THE SCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR,
LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE
14D-9 AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.
The offer and takeover bid circular as well as other materials filed with
the Canadian securities regulatory authorities are available electronically
without charge at www.sedar.com. The Schedule TO and the Schedule 14D-9 are
available electronically without charge at the SEC's website, www.sec.gov.
Materials filed with the SEC or the Canadian securities regulatory authorities
may 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, this
announcement does not constitute an offer or a solicitation in any
jurisdiction in 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 or acceptance thereof would not be in compliance with the laws of such
jurisdiction. However, the Offeror may, in its sole discretion, take such
action as 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 to
trading on Euronext-Paris. An announcement including the main information
relating to the Offer documents has been prepared and released pursuant to
article 231-24 of the AMF General Regulation and contains information relating
to how and in which time limit Alcan shareholders residing in France can
accept this Offer. The offer document and the announcement prepared pursuant
to article 231-24 of the AMF General Regulation, as amended on 17 September
2007, 23 and 24 October 2007 are available free of charge to the holders of
Alcan Shares registered with Euroclear France who request it from Citi France,
Global Transaction Services, Operations department, 19 le Parvis la Défense 7,
92073 Paris la Défense. They are 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/or
certificates admitted to trading on Euronext Brussels (the "IDRs"). A Belgian
supplement, addressing issues specific to holders of Alcan common shares
and/or IDRs in Belgium (the "Belgian Supplement") was approved by the Belgian
Banking, Finance and Insurance Commission (the "BFIC") on 2 August 2007. A
notice of 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 by the BFIC on 23 October 2007 (the "Second Supplement"). The offer
document, the Belgian Supplement , the First Supplement and the Second
Supplement are available free of charge to the investors in Belgium who
request it from the Belgian branch of Citibank International plc, Department
GTS Operations, 4th floor, boulevard Général Jacques 263G, 1050 Brussels. They
are also available on the internet at the following address:
For further information:
For further information: Media Relations, London: Christina Mills,
Office: +44 (0) 20 8080 1306, Mobile: +44 (0) 7825 275 605; Nick Cobban,
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