MONTREAL, MELBOURNE and LONDON, Aug. 7 /CNW Telbec/ - The Government of
Québec announced today that it has accepted the conclusions of the Board of
Directors of Alcan with respect to the proposed acquisition of Alcan by a
subsidiary of Rio Tinto, announced on July 12, 2007, and has confirmed that
Rio Tinto's offer respects the terms of the Continuity Agreement between Alcan
and the Government of Québec, signed in 2006 as part of a US$1.8 billion
investment program for the Saguenay-Lac-Saint-Jean region.
Rio Tinto's chief executive, Tom Albanese, stated: "This decision by the
Government of Québec underscores the shared values of Rio Tinto and Alcan,
including our dedication to environment, health, safety and local communities.
As we move forward together, we are confident that the continued and expanded
commitments to Québec will ensure sustainable growth for the Province's
aluminum industry. Rio Tinto has been an investor in Québec and Canada for
decades and is committed to growing the combined Rio Tinto Alcan presence,
particularly in Québec. The announcement by the Government of Québec means we
have satisfied one of the conditions of our offer, and brings completion one
"We are very pleased that the Government of Québec agrees that the
proposed transaction with Rio Tinto will maintain Alcan's commitments to the
province," said Dick Evans, President and Chief Executive Officer, Alcan Inc.
"The Continuity Agreement was a reflection of the outstanding partnership
Alcan has historically enjoyed with Québec's government and communities.
Ensuring that this partnership continues for decades to come was vitally
important to Alcan and a key element in our deliberations as to the right
course for our company. We are excited by the opportunities that Rio Tinto
Alcan represents, and that Québec will serve as home base to the world's
leading aluminum business."
For the purposes of the Continuity Agreement, Alcan agreed that, in the
event of a proposed acquisition of control, its Board of Directors would only
approve a prospective acquirer who met the necessary requirements in terms of
ongoing commitments relevant to the health and prospects of the economy and
society of Québec. Rio Tinto has satisfactorily demonstrated to the Board of
Directors of Alcan and to the Government of Québec that, as a result of the
proposed transaction, there is no reasonable basis to believe that there will
be a diminishment of Alcan's commitment to the economy and society of Québec
or a direct or indirect negative impact on the economy and society of Québec.
Alcan Inc. (NYSE, TSX: AL) is a leading global materials company,
delivering high quality products, engineered solutions and services worldwide.
With world-class technology and operations in bauxite mining, alumina
processing, primary metal smelting, power generation, aluminum fabrication,
engineered solutions as well as flexible and specialty packaging today's Alcan
is well positioned to meet and exceed its customers' needs. Alcan is
represented by 68,000 employees, including its joint-ventures, in 61 countries
and regions, posted revenues of US$23.6 billion in 2006. The Company has
featured on the Dow Jones Sustainability World Index. For more information,
please visit: www.alcan.com.
About Rio Tinto
Rio Tinto is a world leader in exploration, extraction and adding value
to mineral resources. The group operates in the aluminum, iron, industrial
minerals (borax, titanium dioxide, salt, and talc), gold, copper, diamond and
energy (coal and uranium) sectors.
Rio Tinto employs some 35,000 employees in 20 countries around the world,
of which approximately 4,300 are in Canada. Rio Tinto's Canadian holdings
include QIT Fer et Titane Inc., of Sorel-Tracy and Havre St. Pierre, Quebec;
the Iron Ore Company of Canada of Sept-Iles, Quebec and Labrador City,
Newfoundland and Labrador; Diavik Diamond Mines, of Yellowknife, Northwest
Territories; and Rio Tinto Exploration, headquartered in Vancouver, British
Columbia with projects throughout Canada. All are amongst the world leaders in
their respective sectors.
The Group's objective is to maximize the overall long term return to
shareholders through a strategy of investing in large, cost competitive mines,
driven by the quality of each opportunity, not the choice of commodity.
Wherever Rio Tinto operates, the health and safety of its employees is
the first priority. The Group seeks to contribute to sustainable development.
It works as closely as possible with the host countries and communities,
respecting their laws and customs and ensuring a fair share of benefits and
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 Offer will be open for acceptance until 6:00 p.m., Eastern Time, on
September 24, 2007, unless extended or withdrawn by the Offeror.
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, the Offeror has filed with the Canadian
securities regulatory authorities and the SEC an offer and takeover bid
circular as well as ancillary documents such as a letter of transmittal and a
notice of guaranteed delivery and Alcan has filed a directors' circular with
respect to the Offer. The Offeror has also filed with the SEC a Tender Offer
statement on Schedule TO (the "Schedule TO") and Alcan has filed with the SEC
a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9"). 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 WILL 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 they may deem necessary to extend the Offer in any such
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 Rio Tinto's 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
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 departement, 19 le Parvis la Défense 7, 92073 Paris La Défense.
They are also available on the internet at the following address:
The Offer is made to holders in Belgium of shares and/or certificates
admitted to trading on Euronext Brussels (the "IDRs"). A Belgian supplement,
addressing issues specific to holders of shares and/or IDRs in Belgium (the
"Belgian Supplement") was approved by the Belgian Banking, Finance and
Insurance Commission on 2 August 2007. The offer document and the Belgian
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:
Forward looking statements
This announcement may contain statements which constitute
'forward-looking statements' about Rio Tinto and Alcan. Such statements
include, but are not limited to, statements with regard to the outcome of the
Offer, and may be (but are not necessarily) identified by the use of phrases
such as 'will', 'intend', 'estimate', 'expect', 'anticipate', 'believe' and
'envisage'. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future and may be outside the control of Rio Tinto or Alcan.
Actual results and developments may differ materially from those expressed or
implied in such statements because of a number of factors, including the
outcome of the Offer, revenue benefits and cost synergies being lower than
expected, integration costs being higher than expected, levels of demand and
market prices, the ability to produce and transport products profitably, the
impact of foreign currency exchange rates on market prices and operating
costs, operational problems, political uncertainty and economic conditions in
relevant areas of the world, the actions of competitors, activities by
governmental authorities such as changes in taxation or regulation and such
other risk factors identified in Rio Tinto's most recent Annual Report on Form
20-F filed with the SEC or Form 6-Ks furnished to the SEC or Alcan's most
recent periodic and current reports on Form 10-K, Form 10-Q or Form 8-K filed
with the SEC (as the case may be). Forward-looking statements should,
therefore, be construed in light of such risk factors and undue reliance
should not be placed on forward-looking statements.
Other than in accordance with their legal and regulatory obligations
(including, in the case of Rio Tinto, under the UK Listing Rules and the
Disclosure and Transparency Rules of the Financial Services Authority),
neither Rio Tinto nor Alcan is under any obligation and each of Rio Tinto and
Alcan expressly disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
%B NM %C 1,6,8,9,13,14,16,17,18 %D Continuity Agreement Approval
For further information:
For further information: Alcan: Media relations: Bryan Tucker, Office:
+1-514-848-8511, firstname.lastname@example.org; Investor relations: Ulf Quellmann,
Office: +1 514 848 8368, Investor.email@example.com; Rio Tinto: 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; 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; Canada/USA: Andrew Vickerman, Mobile: +44 (0)7711 879614;
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 010978; Australia: Dave Skinner, Office: +61 (0) 3 9283 3628,
Mobile: +61 (0) 408 335 309; Susie Creswell, Office: +61 (0) 3 9283 3639,
Mobile: +61 (0) 418 933 792; firstname.lastname@example.org, www.riotinto.com; High
resolution photographs available at: www.newscast.co.uk