LONDON, Nov. 5 /CNW/ - Rio Tinto today announces that approximately
8,545,000 additional common shares of Alcan Inc. ("Alcan") have either been
validly deposited and taken up under the offer by Rio Tinto Canada Holding
Inc. ("RTCH") to acquire all of the shares of Alcan (the "Offer") or are
covered by notices of guaranteed delivery. The additional shares (which
represent approximately 2.27% of the outstanding shares), together with
approximately 339,339,000 shares already beneficially owned by RTCH, represent
approximately 92.47% of the outstanding shares of Alcan.
RTCH is now entitled to acquire all the remaining Alcan shares by way of
compulsory acquisition under the Canada Business Corporations Act. RTCH will
exercise these rights promptly after the expiry of the Offer.
All additional validly deposited shares during the balance of the Offer
period will be taken up daily and payment for such shares will be made to the
depositary within two business days of take-up. Shares covered by notices of
guaranteed delivery will be taken up when the certificates representing them
are delivered to the depositary. The Offer expires at 6:00 p.m. (Canadian
Eastern Time) on November 8, 2007.
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,
which is listed on the Australian Securities Exchange.
Rio Tinto's business is finding, mining, and processing mineral
resources. Major products 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 North America with significant businesses in South America, Asia, Europe
and southern Africa.
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: or a copy of reports filed under Canadian
securities legislation, please contact: Rio Tinto Canada Holding Inc., 770
Sherbrooke Street West, Suite 1800, Montreal, Quebec, H3A 1G1; Or please
contact: Media Relations, London: Christina Mills, Office: +44 (0) 20 8080
1306, Mobile: +44 (0) 7825 275 605; Nick Cobban, Office: +44 (0) 20 8080 1305,
Mobile: +44 (0) 7920 041 003; Media Relations, Australia: Ian Head, Office:
+61 (0) 3 9283 3620, Mobile: +61 (0) 408 360 101; Amanda Buckley, Office: +61
(0) 3 9283 3627, Mobile: +61 (0) 419 801 349; Investor Relations, London:
Nigel Jones, Office: +44 (0) 20 7753 2401, Mobile: +44 (0) 7917 227 365; David
Ovington, Office: +44 (0) 20 7753 2326, Mobile: +44 (0) 7920 010 978; Investor
Relations, Australia: Dave Skinner, Office: +61 (0) 3 9283 3628, Mobile: +61
(0) 408 335 309; Investor Relations, North America: Jason Combes, Office:
(801) 685-4535, Mobile: (801) 558-2645; Email: email@example.com;
Website: www.riotinto.com; High resolution photographs available at: