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| Company |
Code |
Released |
Type |
Headline |
| Rio Tinto Limited |
RIO |
5 Oct, 2007, 12:35 |
GENERAL |
Alcan offer - French Government approval received |
| Full Text of Announcement |
Rio Tinto offer for Alcan:
French Government approval received
Rio Tinto received approval on 4 October 2007 from the
French Government under the French foreign investment
regulations for the proposed acquisition of Alcan by a
subsidiary of Rio Tinto.
The approval was confirmed following a meeting between
Christine Lagarde, French Minister of the Economy,
Finance and Employment and Paul Skinner, chairman 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.
Following the meeting Paul Skinner said, "We have
had a very constructive and positive dialogue with the
French Government over the past two months. During our
discussions we underlined our strong, long-term
commitment to France, which provides an attractive
environment in which to invest, conduct business and
engage in world leading R&D. The approval by the
French government brings us a step closer to
completion of the transaction, which we are aiming to
achieve in the fourth quarter".
Rio Tinto announced on 28 September 2007 that it had
received approval for the transaction from its
shareholders.
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 23 October 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. 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, as amended on 17
September 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 offer document, the Belgian
Supplement and the notice of extension 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-AlcanFrenchofferdocument
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