Alcan joins Rio Tinto
Rio Tinto PLC
25 October 2007
Date: 25 October 2007
Alcan joins Rio Tinto to create global aluminium leader
Alcan today joined the Rio Tinto group following the successful Offer for Alcan
by a subsidiary of Rio Tinto. The expanded aluminium product group, formed by
the combination of Alcan and Rio Tinto's existing aluminium assets, today became
the new global leader in aluminium and will be known as Rio Tinto Alcan.
Rio Tinto chief executive, Tom Albanese and Rio Tinto Alcan chief executive,
Dick Evans hosted special events at Rio Tinto Alcan's Montreal headquarters and
highlighted the opportunities created by bringing Alcan into the Rio Tinto
Group, and the potential for continued strong growth in the aluminium sector.
Similar employee events took place in Brisbane.
'I am proud to be here to welcome Alcan employees into the Rio Tinto family',
said Tom Albanese. 'They have built a company whose values we share.
'Rio Tinto's strategy is to create shareholder value through investing in high
quality, long life, low cost assets, and Alcan is a terrific addition to the Rio
Tinto group. Together, we have a fantastic opportunity to build an even stronger
global aluminium business through profitable and sustainable growth.' 'I am
personally delighted to have the opportunity to be part of the new leader in the
global aluminium industry, Rio Tinto Alcan,' said Dick Evans. 'With our
attractive cost position, strong technology portfolio, complementary refining
and smelting assets, and a strong growth pipeline, Rio Tinto Alcan's mission is
to create maximum sustainable value for Rio Tinto shareholders and to fulfil our
mutual commitments to all of our stakeholders,' he added.
The offer for Alcan, which was recommended by the Alcan Board, was announced by
Rio Tinto on 12 July 2007 and has received approvals from relevant authorities
and governments globally and the support of Rio Tinto shareholders.
Both Rio Tinto and Alcan have been recognised as leading stewards of the
environment and the communities in which they operate, and in putting worker
safety at the top of the priority list, and this philosophy would be maintained,
stressed Tom Albanese and Dick Evans.
'Rio Tinto Alcan will maintain commitments to excellence in health, safety and
environmental performance, working together to ensure the economic,
environmental, and social sustainability of the communities in which we
operate,' said Dick Evans.
A new look and logo are being introduced for the Rio Tinto Alcan product group.
The new logo represents the rich heritage of both companies and signifies
strength, confidence and leadership.
Rio Tinto in Canada
Rio Tinto has been an investor in Canada for decades and currently has
significant business activities in the Province of Quebec (including QIT-Fer et
Titane and Iron Ore Company of Canada), and the Northwest Territories (Diavik
Diamond Mines).
Rio Tinto is committed to investing in the Rio Tinto Alcan presence in Canada,
particularly in the Provinces of Quebec and British Columbia, in addition to
locating the headquarters of the combined aluminium product group in Montreal.
The product group's aluminium smelting technology research and development
headquarters will also be located in Quebec.
Rio Tinto in Australia
Australia's strengths in bauxite extraction, alumina refinery operations and
project development will be enhanced by locating the combined global bauxite and
alumina business and associated research and development activities in Brisbane.
Rio Tinto has a significant programme of capacity growth in place following the
recent announcement of the expansion at Rio Tinto's Yarwun alumina refinery, and
the ongoing bauxite capacity expansion at Weipa.
Rio Tinto in France
Rio Tinto has a strong, long-term commitment to France, which it believes
provides an attractive environment in which to invest, conduct business and
engage in world-leading research and development. Rio Tinto recognises France's
long history of expertise and research and development in aluminium technology,
particularly 'new cell' smelting technology and is committed to building on
French innovation in this area. Rio Tinto has had operations in France since
1988 through its Talc de Luzenac business based in Toulouse.
For more information, please visit: www.riotinto.com/riotintoalcan
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.
For further information, please contact:
Media Relations, London
Christina Mills
Office: +44 (0) 20 8080 1306
Mobile: +44 (0) 7825 275 605
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
Media Relations, Montreal
Anik Michaud
Tel.: +1 514 848 8151 media.relations@alcan.com
Bryan Tucker
Tel.: +1 514 848 8151 media.relations@alcan.com
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: +1 (0) 801 685 4535
Mobile: +1 (0) 801 558 2645
Email: questions@riotinto.com
Website: www.riotinto.com
High resolution photographs available at: www.newscast.co.uk
Additional information
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
extended.
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 Defense 7, 92073
Paris la Defense. 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
General Jacques 263G, 1050 Brussels. They are also available on the internet at
the following address: www.computershare.com/Rio-AlcanBelgianofferdocument
Forward looking statements
This announcement contains 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 proposed Offer, any
statements about cost synergies, revenue benefits or integration costs,
capacity, future production and grades, projections for sales growth, estimated
revenues and reserves, targets for cost savings, the construction cost of new
projects, projected capital expenditures, the timing of new projects, future
cash flow and debt levels, the outlook for minerals and metals prices, the
outlook for economic recovery and trends in the trading environment 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 proposed
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, 10-Q or 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.
Nothing in this announcement should be interpreted to mean that the future
earnings per share of Rio Tinto will necessarily match or exceed its historical
published earnings per share.
This information is provided by RNS
The company news service from the London Stock Exchange