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[October 2007]
Rio Tinto Offer for Alcan Successful - Offer Extended
Rio Tinto announced on 23 October 2007 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. 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 23 October 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 RTCH has taken up all the Alcan shares deposited under the offer and those shares may no longer be withdrawn.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 25 October 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 6pm (Canadian Eastern Time) on 8 November 2007 by commencing a 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 of 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 of 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 Act.
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.
ENDS