|
|
|
| Company |
Code |
Released |
Type |
Headline |
| Rio Tinto Limited |
RIO |
3 Oct, 2007, 12:23 |
ASSET |
Alcan offer - European competition clearance
received |
| Full Text of Announcement |
Rio Tinto is pleased to announce that on 2 October
2007 it received antitrust approval from the European
Commission for the proposed acquisition of Alcan Inc
by a subsidiary of Rio Tinto.
Receipt of this, and other regulatory clearances, is a
condition to Rio Tinto's offer to acquire the
outstanding shares in Alcan Inc.
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.
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
Offer represents a total consideration for Alcan
common shares of approximately US$38.1 billion.
The Offer is open for acceptance until 6.00 p.m.,
Canadian Eastern Time, on 24 September 2007, unless
extended. The Offer is subject to a number of
conditions including valid acceptances by holders of
not less than 66-2/3 per cent of Alcan shares on a
fully diluted basis and the receipt of various
governmental and regulatory approvals, certain of
which the Offeror does not expect to receive prior to
24 September 2007. Accordingly, the Offeror currently
intends to extend the Offer beyond 24 September 2007.
The board of Rio Tinto has approved the transaction.
The Offer is expected to close in the fourth quarter
of 2007.
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 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 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 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 General Jacques 263G,
1050 Brussels. They are also available on the internet
at the following address: www.computershare.com/Rio-AlcanBelgianofferdocument. |
|
|
|
|
|
