LONDON, Oct. 23 /CNW/ - Rio Tinto today announces that approximately
298,759,000 common shares of Alcan Inc. (which represent approximately 79.41%
of the outstanding shares on a fully diluted basis) have been validly
deposited and taken up under the offer by Rio Tinto Canada Holding Inc.
("RTCH") to acquire all the shares of Alcan (the "Offer"). RTCH has also
received notices of guaranteed delivery covering approximately an additional
21,336,000 Alcan common shares (which represent approximately 5.67% of the
outstanding shares on a fully diluted basis).
All of the conditions of the Offer have been satisfied and the initial
offering period, 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and those shares may no longer be withdrawn. Payment for the deposited shares
will be made to the depositary on October 25, 2007. The shares covered by
notices of guaranteed delivery will be taken up when the certificates
representing them are delivered.
RTCH has extended the Offer until 6:00 P.M. (Canadian Eastern Time) on
November 8, 2007 by commencing a subsequent offering period (the "Subsequent
Offering Period") to allow those Alcan shareholders who have not already
deposited their shares under the Offer the chance to do so. They will receive
US$101 per share as was offered during the initial offering period. A notice
of extension will be mailed promptly. RTCH will immediately take up and
promptly pay for all Alcan shares validly deposited under the Offer during the
Subsequent Offering Period.
Paul Skinner, chairman, Rio Tinto said: "We have been working towards our
offer for Alcan becoming unconditional and have now passed the final
milestone, with more than two thirds of Alcan shareholders having tendered
their shares. This landmark deal will contribute significantly to Rio Tinto's
strategy of creating shareholder value through building a portfolio of
globally-leading, high quality, long life, low cost assets."
Tom Albanese, chief executive, Rio Tinto, said "We now look forward to
combining Alcan's excellent assets with our own aluminium operations to create
the world's leading aluminium producer, to be known as Rio Tinto Alcan. The
outlook for aluminium remains strong and the prospects for Rio Tinto Alcan are
excellent. Rio Tinto Alcan will be a strong operational platform to pursue new
growth opportunities in aluminium."
If RTCH acquires more than 90% of the Alcan shares, upon expiry of the
Offer, it intends to acquire all shares it does not then own by way of
statutory compulsory acquisition pursuant to the Canada Business Corporations
If permitted by applicable law, RTCH intends to cause Alcan to cease to
be a reporting issuer under Canadian securities legislation and to apply to
delist the Alcan common shares from the Toronto Stock Exchange, the New York
Stock Exchange, the London Stock Exchange, the SWX Swiss Exchange, Euronext
Paris and Euronext Brussels (with respect to the international depositary
receipts) and to cause the Alcan common shares to be deregistered under the US
Securities and Exchange 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,
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
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, AS AMENDED (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
first 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,
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:
firstname.lastname@example.org; Website: www.riotinto.com; High resolution photographs
available at: www.newscast.co.uk