Filed by Alcan Inc.
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14d-2
of the Securities Exchange Act of 1934, as amended.
Subject Company: Pechiney S.A.
Commission File No. 001-14110
Date: July 7, 2003
PRESS RELEASE
ALCAN ANNOUNCES OFFER FOR PECHINEY
Compelling value for shareholders
MONTREAL, CANADA ; PARIS, FRANCE - 7TH JULY, 2003 - Alcan [NYSE, TSX: AL] today
announced plans to launch a tender offer for Pechiney [NYSE: PY, PARIS: PEC] in
order to solidify its position as one of the world's largest aluminum and
packaging companies. The completion of the transaction is expected to create
value for the shareholders of both companies. Alcan and its customers will
benefit from a broader product portfolio, technological leadership and enhanced
market capability.
"This is a win-win offer that maximizes value for shareholders and stakeholders
of both companies, recognizes the strengths of both companies and provides the
best option for future growth. I am convinced that Alcan's offer represents an
exceptional opportunity for both Pechiney and Alcan and that now is the right
time to seize it", said Travis Engen, Alcan's President and CEO.
The combined company will benefit from enhanced scale, financial strength and
technological resources as well as its increased capability to serve customers
worldwide. Reflecting Alcan's significantly increased industrial presence in
France, Alcan intends to locate the global headquarters of the combined entity's
packaging business in Paris and has identified France as the headquarters for
its European primary aluminum business. In addition, Alcan has identified France
as the future home for its global centre of excellence for new cell technology
development in primary aluminum.
HIGHLIGHTS OF THE OFFERS
The offer values each Pechiney share at euro 41, which represents a premium of
28% over the closing price as of July 2, 2003 and 39% over the one-month
average.
The offer consists of 60% in cash and 40% in new Alcan common shares. The main
characteristics of the offer include:
- Principal mixed offer : euro 123 in cash and three Alcan shares for
five Pechiney shares;
- Subsidiary cash offer : euro 41 per each Pechiney share;
- Subsidiary share offer : 3 Alcan shares for every two Pechiney shares;
- These two subsidiary offers will need to respect the final portion of
60% in cash and 40% in Alcan shares;
- Cash offer on OCEANEs : euro 81.70 in cash for each OCEANE.
The offer is conditional to government and regulatory authorities as well as the
tendering of a 50% minimum of the total diluted number of Pechiney shares to the
offer.
INDICATIVE TIMETABLE
Alcan's offer to Pechiney was filed with the market authorities on 7th July,
2003. Employee representatives of Alcan are currently being given information
about the offer. Alcan expects the offer to be completed within 4 or 5 months.
****
PECHINEY is an international group listed on the Paris and New-York stock
exchanges. Its three core businesses are primary aluminum, aluminum conversion
and packaging. Pechiney achieved sales of euro 11,9 billion in 2002. It employs
34,000 employees.
ALCAN is a multinational, market-driven company and a global leader in aluminum,
packaging, and recycling with 2002 revenues of US$12.5 billion. With world-class
operations in primary aluminum, fabricated aluminum as well as flexible and
specialty packaging, Alcan is well positioned to meet and exceed its customers'
needs for innovative solutions and service. Alcan employs 54,000 people and has
operating facilities in 42 countries.
Alcan intends to file with the Securities and Exchange Commission a registration
statement to register the Alcan Common Shares to be issued in the proposed
transaction, including related tender/exchange offer materials. Investors and
Pechiney securityholders are urged to read the registration statement and
related tender/exchange offer materials (when available) and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those
documents, because they will contain important information. Investors and
Pechiney securityholders may obtain a free copy of the registration statement
and related tender/exchange offer materials (when available) and other relevant
documents at the SEC's Internet web site at www.sec.gov and will receive
information at an appropriate time on how to obtain transaction-related
documents for free from Alcan.
This communication is for informational purposes only. It shall not constitute
an offer to purchase or buy or the solicitation of an offer to sell or exchange
any securities of Pechiney, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. The solicitation of offers to buy Alcan Common Shares will only be
made pursuant to a prospectus and related materials that Alcan expects to send
to Pechiney securityholders. These securities may not be sold, nor may offers to
buy be effected prior to the time the registration statement becomes effective.
No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended.
FORWARD-LOOKING STATEMENTS
Certain statements made in this communication are forward-looking statements
within the meaning of the United States Private Securities Litigation Reform Act
of 1995. Although Alcan's management believes that the expectations reflected in
such forward-looking statements are reasonable, readers are cautioned that these
forward-looking statements by their nature involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future.
Many factors could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements, including
those listed under "Cautionary Statement Concerning Forward-Looking Statements "
and "Risk Factors" in the preliminary prospectus included in the registration
statement we intend to file with the SEC. See the previous paragraph for
information about how you can obtain a free copy of the registration statement.
We undertake no obligation to update forward-looking statements.
****
A PRESS CONFERENCE WILL TAKE PLACE TODAY 7TH JULY AT 10 AM IN PARIS AT PAVILLON
GABRIEL, 5 AVENUE GABRIEL 75008 PARIS YOU MAY ALSO OBTAIN A COPY OF THE
DOCUMENTS DISTRIBUTED DURING THE PRESS CONFERENCE ON LINE (www.alcan.com) OR
WHEN CALLING INVESTORS RELATIONS DEPARTMENT (+ 1 514 848 8362)
YOU MAY ALSO JOIN THE ANALYST AND PRESS CONFERENCE CALL ON MONDAY, 7TH JULY,
2003 , AT 01:00 PM (GMT) OR 02:00 PM (PARIS TIME), OR 08:00 AM (MONTREAL TIME).
DIAL-IN NUMBERS :
EUROPE: +1 212-271-4611 (AT 01:00 PM GMT, 02:00 PM PARIS TIME)
NORTH AMERICA: +1 888-564-1610 (AT 08:00 AM MONTREAL TIME)
MR. TRAVIS ENGEN, ALCAN'S PRESIDENT AND CEO, WILL PRESENT YOU THE OFFER'S
PROSPECTS AND TERMS.
THE PRESENTATION WILL BE BROADCAST ON : www.alcan.com, INVESTORS' SECTION.
FOR MORE INFORMATION:
Investor Relations: Press Relations: Press Relations:
------------------ --------------- ---------------
Alcan Alcan Publicis Consultants Paris
Corey Copeland Joseph Singerman Christine Chanet
Tel : +1 514 848 8362 Tel : +1 514 848 1355 Tel :.+33 1 44 43 75 10
Mobile : +1 514 919 9607 Mobile : +1 514 262 9633 Mobile : +33 6 25 05 85 41
corey.copeland@alcan.com joseph.singerman@alcan.com christine.chanet@consultants.publicis.fr
Nicolas Castex
Tel : +33 1 44 43 69 07
Mobile : +33 6 62 08 83 12
nicolas.castex@consultants.publicis.fr
Anne-Caroline Briand
Tel : +33 1 44 43 69 72
Mobile: +33 6 83 37 28 39
anne-caroline.briand@consultants.publicis.fr
APPENDIX 1 - A WORLD-LEADING ALUMINUM AND PACKAGING COMPANY
The combination of Alcan and Pechiney had pro forma 2002 revenues of USD 24
billion. It has a balanced base of revenues from operations in primary aluminum,
fabricated products and packaging. Its geographical presence will be
well-balanced, with business in Europe amounting to 44 % of sales, North America
representing 34 % and the rest of the world 22 %. Alcan believes that its
enhanced size and scope resulting from the transaction will enable it to
capitalize on a greater variety of strategic options. The combined company's
world-wide headquarters will be in Montreal with business headquarters in
France, Switzerland, the United States and Brazil. Alcan will employ
approximately 88 000 people in 50 countries around the world to serve
increasingly global as well as regional customers.
EXPECTED BENEFITS OF THE TRANSACTION
The combined company will benefit from the pooling of technological expertise,
customer knowledge and know-how in all of its business groups and markets.
BAUXITE, ALUMINA AND SPECIALTY CHEMICALS
Alcan will benefit from a doubling of its ownership in Queensland Alumina Ltd.,
the largest and one of the lowest cost aluminum producers in the world, as well
as the ability to extend and improve the alumina production technology.
PRIMARY ALUMINUM
Alcan expects to benefit from the combined entity's larger low-cost position and
opportunities for low-cost growth in primary aluminum production based on, among
other things, increased opportunities to sustain and enhance Pechiney's strong
position in new cell, high-amperage smelting technology and to extend its
implementation.
ROLLED PRODUCTS
The addition of Pechiney's fabrication operations will provide Alcan with
opportunities to participate, with a strong global position, in the specialized
and strategic aerospace market and increase productivity through global
implementation of best practices and the usage of the world-class rolling
technologies of both companies.
ENGINEERED PRODUCTS
The addition of Pechiney's operations in engineered products will enable Alcan
to better serve the expanding demand for aluminum applications in the automotive
industry, in both North America and Europe.
PACKAGING
The combination of Alcan's and Pechiney's flexible and specialty packaging
businesses will create one of the largest packaging companies in the world with
a leading position in flexible packaging, complementary market positions in
North America and Europe and a strong range of value-added products.
TECHNOLOGY
Following the transaction, Alcan intends to continue support Pechiney's
technology facilities with continued and enhanced investments to further develop
its world leading technologies, particularly in aluminum smelting. Specifically,
Alcan plans to retain and enhance Pechiney's research and development
capabilities in France, where it has established and nurtured a recognized
global center of excellence.
APPENDIX 2 - SUMMARY OF OFFER CONDITIONS
Alcan will be offering to exchange:
o 3 Alcan Common Shares and euro 123 in cash for every 5 Pechiney Common
Shares;
o 3 Alcan Common Shares and euro 123 in cash for every 50 Pechiney Bonus
Allocation Rights (10 Pechiney Bonus Allocation Rights being
exchangeable for one Pechiney Common Share);
o euro 81.70 in cash for each Pechiney OCEANE (obligations a option de
conversion en actions nouvelles et/ou d'echange en actions
existantes); and
o 3 Alcan Common Shares and euro 123 in cash for every 10 Pechiney
American Depositary Shares, or Pechiney ADSs (each Pechiney ADS
representing one-half of one Pechiney Common Share), tendered.
Holders of Pechiney Common Shares, Pechiney Bonus Allocation Rights or Pechiney
ADSs may, in lieu of this mix of Alcan Common Shares and cash, make the
following elections with respect to the consideration to be received:
o Elect to receive 3 Alcan Common Shares for each 2 Pechiney Common
Shares, each 20 Pechiney Bonus Allocation Rights or each 4 Pechiney
ADSs that you tender; or
o Elect to receive euro 41 in cash for each Pechiney Common Share, each
10 Pechiney Bonus Allocation Rights or each 2 Pechiney ADSs that you
tender.
Holders will not be required to make the same election for all of the Pechiney
securities tendered, and either of these elections may be made for all or some
of the Pechiney securities to be tendered. However, these elections will be
subject to a proration and allocation procedure that will ensure that 40% of the
tendered Pechiney Common Shares (including, for the purposes of this
calculation, the Pechiney Common Shares underlying the tendered Pechiney Bonus
Allocation Rights and Pechiney ADSs) are exchanged for Alcan Common Shares and
60% are exchanged for cash.
Alcan's offer to acquire all of the outstanding Pechiney securities will be made
through two separate offers:
o a U.S. offer open to all holders of Pechiney securities who are
located in the United States. The cash consideration payable in this
offer will be paid in U.S. dollars calculated by converting the
applicable amount in euros into U.S. dollars using the noon buying
rate, as published by the Federal Reserve Bank of New York, on the
business day prior to the settlement date, and
o a French offer open to all holders of Pechiney securities who are
located in France and to holders of Pechiney securities who are
located outside of France if, pursuant to the local laws and
regulations applicable to such holders, they are permitted to
participate in the French offer.
The offers together are being made for all issued and outstanding Pechiney
securities, as well as for all Pechiney Common Shares that are held as treasury
stock and all Pechiney Common Shares that are or may become issuable prior to
the expiration of the offers due to the conversion of outstanding Pechiney
OCEANEs or the exercise of Pechiney stock options. The completion of the offers
will be subject to certain conditions.
It is currently anticipated that the offers will open for acceptance in the
third quarter of 2003.
The offers will be subject to the following conditions: (i) obtaining customary
governmental and regulatory clearances including from applicable competition
regulations, and (ii) receiving valid acceptances (not withdrawn) in respect of
more than 50% of the total share capital and voting rights in Pechiney,
calculated on a fully diluted basis.
Pechiney Common Shares are listed on Euronext Paris and quoted on SEAQ
International in London. Pechiney Bonus Allocation Rights and Pechiney OCEANEs
are listed on Euronext Paris and Pechiney ADSs are listed on the New York Stock
Exchange. Euronext Paris has announced that Pechiney's Bonus Allocation Rights
will no longer be listed after August 4, 2003.
Alcan Common Shares are listed on the New York Stock Exchange under the symbol
"AL", the Toronto Stock Exchange under the symbol "AL.TO", the London Stock
Exchange under the symbol "ALq.L" and the SWX Swiss Exchange under the symbol
"AL.S". Alcan will apply to list its Alcan Common Shares on Euronext Paris,
subject to the successful completion of the offers.
The offers will be described in greater detail in the relevant offer
documentation which will be filed with and available from securities regulatory
authorities.
APPENDIX 3 - REASONS FOR THE OFFERS
INTRODUCTION
Alcan is pursuing its offers for Pechiney because of the significant
value-creating opportunities the offers present to both Alcan and Pechiney
shareholders. The transaction is intended to enable Alcan to build upon its
position as one of the world's leading aluminum and packaging companies and to
benefit from the combined entity's enhanced scale, financial strength and
technological resources as well as its increased capability to serve customers
worldwide. Alcan will also benefit from a larger and more diversified low-cost
global position in primary aluminum production with opportunities for profitable
growth, an advanced aluminum fabricating business with facilities around the
world and a leading position in flexible packaging. The addition of Pechiney
will enhance Alcan's research and development and product and process
development capabilities across all of its business sectors.
Reflecting Alcan's significantly increased industrial presence in France, Alcan
intends to locate the global headquarters of the combined entity's packaging
business in Paris and has identified France as the headquarters for its European
primary aluminum business and the future global headquarters for new cell
technology development in primary aluminum. Alcan is also considering the
business logic relating to the possibility of establishing the global
headquarters of the aerospace and engineered products group in France.
Alcan believes that its enhanced size and scope as a result of its acquisition
of Pechiney will enable it to capitalize on a greater variety of strategic
options. Alcan intends to continue pursuing value-maximizing strategies
consistent with its Value Based Management system through a careful analysis of
the expanded opportunity set that Alcan will benefit from following the
transaction.
In 1999, Alcan, Pechiney and Alusuisse-Lonza Group AG, or "algroup," proposed a
three-way combination (referred to as the "proposed APA transaction"). At that
time, Alcan, Pechiney and algroup identified a series of compelling strategic
benefits in connection with that transaction. These included:
o a sustainable low-cost position in primary aluminum production,
o the combination of their aluminum fabrication offerings,
o the creation of a world leader in the packaging business,
o leadership in core smelting technology,
o substantial synergies arising from scale, plant optimization,
elimination of duplication, and implementing best practices throughout
the merged group.
The proposed APA transaction was conditional upon, among other things, receipt
of merger approval from the European Commission. The inability to resolve
certain transaction issues (including agreeing upon the undertakings that would
be required in order to secure regulatory approval from the European Commission)
led Alcan, algroup and Pechiney to jointly terminate the APA transaction. Alcan
was, however, able to subsequently complete its acquisition of algroup and
achieve many of the anticipated benefits from the proposed APA transaction.
Alcan is convinced that the fundamental strategic logic of proposed APA
transaction, which was endorsed at the time by Pechiney's then and current CEO,
remains valid and compelling.
Since the proposed APA transaction of 1999 was abandoned, the CEO of Pechiney
and Alcan have met together several times. The idea of a combination of the two
groups was raised during several of their meetings. During two face-to-face
meetings on July 4 and 5, 2003, Mr Travis Engen, CEO of Alcan, presented to
Jean-Pierre Rodier, CEO of Pechiney, the main terms of the offer Alcan was
considering making, the undertakings Alcan would be ready to make to regulators
and Alcan's intentions regarding its presence in France.
In assessing the merits of the transaction, Alcan has taken into account its
past experience with, and the statements of, the European Commission at the time
of the proposed APA transaction and has considered the likelihood that Alcan
will need to commit to divesting, demerging or otherwise disposing of certain
businesses or operations in order to obtain approval from the European
Commission. Alcan has further considered the impact of its Value-Based
Management systems on its strategic outlook and believes that the substantial
benefits of its enhanced size and scope, financial strength and improved
strategic flexibility following completion of the transaction substantially
outweigh the likely impact of the undertakings that may be required in order to
obtain regulatory approvals and the other risks associated with the transaction.
The final determination of the undertakings that Alcan may be required to offer
in order to obtain regulatory approval will be made through dialogue with the
appropriate authorities and after careful assessment of the best interests of
Alcan's shareholders. To this end, Alcan has already initiated discussions with
the European Commission on appropriate undertakings to resolve the competition
issues that the transaction will likely raise in Europe.
Alcan's assessment of the merits of the transaction also recognizes that the
respective markets served by Alcan and Pechiney and the outlook for each company
have changed significantly since 1999. These changes result from a variety of
factors, including a revised industry view of lower aluminum prices, the
deterioration in demand from the aerospace industry, the increase in the
relative value of the euro to the dollar, and continued pressure in the
packaging sector as a result of customer consolidation. Alcan has also taken
into account its successful integration of algroup, as well as the complementary
profit enhancement initiatives already underway at both Alcan and Pechiney.
Furthermore, since the acquisition of algroup, Alcan has also successfully
executed the acquisitions of 30% of the Gove alumina refinery, 40% of the
Alouette smelter and VAW's Flexpac packaging business.
BUSINESS PLANS AND EXPECTED BENEFITS OF THE TRANSACTION
Following the transaction, the combined entity will benefit from the
complementary strengths of Alcan and Pechiney. Total revenues of the combined
entity on a pro forma basis will be approximately $24 billion based on 2002
sales and Alcan will employ approximately 88,000 employees in 50 countries
around the world. The aluminum and packaging business units will be among the
largest companies in their respective industries, operating on a global scale.
The expected benefits from this enhanced size and scope and Alcan's plans are
outlined below.
Alumina. Alcan will benefit from:
o an increased ownership position (from 20.4% to 41.4%) in Queensland
Alumina Ltd., the largest and one of the lowest cost alumina producers
in the world,
o the integration of geographically complementary bauxite mining and
alumina refining capacities, and
o opportunities to extend and improve the alumina production technology
of the two companies.
Primary Aluminum. Alcan expects to benefit from a the combined entity's larger
low-cost position and opportunities for low-cost growth in primary aluminum
production based on, among other things:
o the increased scale, geographic diversification and integration of the
two companies' low cost smelting systems,
o increased opportunities to sustain and enhance Pechiney's strong
position in new cell, high-amperage smelting technology and to extend
its implementation,
o opportunities to extend the best manufacturing practices of each
company, including anticipated higher production efficiency through
amperage increases and improved cell operation, and
o an increased ability to evaluate and participate in value-creating
brownfield and greenfield smelting projects worldwide.
Fabricated Aluminum. Following the transaction, Alcan will further enhance its
position as a world leader in the fabricated and rolled aluminum products
businesses. The addition of Pechiney's fabrication operations will provide Alcan
with opportunities to:
o participate, with a strong global position, in the specialized and
strategic aerospace market,
o better serve the increasing demand for aluminum applications in the
automotive industry, in both North America and Europe,
o build upon Pechiney's technology and know-how, by applying its
enhanced capabilities to the enlarged group's expanded operations, and
o increase productivity through global implementation of best practices
and the usage of the world-class rolling technologies of both
companies.
Packaging. The combination of Alcan's and Pechiney's flexible and specialty
packaging businesses will create one of the largest packaging companies in the
world with a leading position in flexible packaging, complementary market
positions in North America and Europe and a strong range of value-added
products. Alcan intends to locate the global headquarters of the combined
entity's packaging business in Paris. The combined packaging business will
benefit from:
o a geographically balanced operating platform offering a higher value,
enhanced global range of packaging products,
o improved capabilities to serve the needs of multinational customers,
o a strong platform from which Alcan can actively pursue growth
opportunities in this global industry, and
o leveraging the combined entity's research and development activities
and best practices in developing new products and improving
manufacturing processes.
International Trading. Pechiney's international trading will be maintained as an
independent activity for a transitional period. Alcan intends to assess the
value creation alternatives offered by this business including the possibility
of incorporating it within Alcan's existing operations.
Technology. Following completion of the transaction, Alcan intends to continue
to actively support Pechiney's technology facilities with continued and enhanced
investments to further develop Pechiney's world leading technologies,
particularly in aluminum smelting. Specifically, Alcan plans to retain and
enhance Pechiney's research and development capabilities in France, where it has
established and nurtured a recognized center of excellence. In this regard,
Alcan has identified France as the future global center of excellence of new
cell technology for primary aluminum.
Benefits to Customers The industries that Alcan and Pechiney serve are
themselves consolidating and becoming increasingly global in the scope of their
operations. Their global and regional customers are seeking financially stable,
full-service suppliers with the scale and regionally-based facilities required
to meet their needs. Following the transaction, Alcan will be better positioned
to work with its customers on a global basis to address their needs by supplying
them with existing products as well as by efficiently developing new
technologies and applications to serve their expanding needs.
Aluminum customers will benefit from working with a company that has a
strengthened low-cost position, enhanced research and development and
technological capabilities and the capacity and geographic scope to address
customers' aluminum fabrication needs around the world.
Packaging customers will benefit from working with a company recognized as a
leading supplier in its key markets, with enhanced technological capability
allowing for product innovation and customer support.
ANTICIPATED COST SYNERGIES FROM THE TRANSACTION
Alcan's management currently estimates that combining Alcan and Pechiney will
generate $250 million in annual cost synergies, on a pre-tax basis, that will be
substantially achieved within two years of the completion of the offers. By way
of comparison, Alcan realized synergies of approximately $200 million per year,
pre-tax, compared to an initial target of $150 million, from the successful
integration of Algroup. This experience, as well as the experience of both Alcan
and Pechiney in their own cost reduction programs initiated since the proposed
APA transaction, support Alcan's synergy estimates in this transaction although
there can be no assurance that synergies ultimately realized will not be higher
or lower than this estimate. In order to realize these synergies, Alcan
currently estimates that it will incur approximately $200 million in costs and
expend $50 million in capital within two years of the completion of the offers.
The cost synergies are expected to be achieved from:
o selling, general and administrative expenses: cost savings realized by
combining corporate and head office services and trading, sales and
distribution staff support services;
o operations: operating cost savings realized through the optimization
of production facilities and the extension of production runs;
o logistics and purchasing: raw material, operating and capital cost
savings realized through leveraging project management, purchasing
requirements and supply chain issues on a larger scale;
o research and development: research and development cost savings
realized by focusing research facilities, technical services and
information technology; and
o capital expenditure programs: optimizing the timing and the sequence
of investments available to Alcan and Pechiney to maximize shareholder
returns on these investments.
FINANCIAL RESOURCES FOR SUSTAINED GROWTH
Following the transaction, Alcan will have substantially greater financial
resources than either Alcan or Pechiney alone. Alcan and Pechiney had combined
pro forma 2002 total revenues of approximately $24 billion using the purchase
method of accounting under U.S. GAAP.
The transaction is anticipated to be accretive in year one to EBITDA, earnings
per share, free cash flow and return on capital employed. Looking forward, Alcan
also expects to meet or exceed its previously announced targets of 15% compound
annual growth in earnings per share, minimum free cash flow of $400 million per
year, and positive Economic Value Added by 2006.
Upon completion of the transaction, Alcan will have a debt to capital ratio
above its long-term target of 35%. Alcan expects to be able to reduce this ratio
to below its target within three years while maintaining its financial
flexibility to assure Alcan's growth.
Alcan has also considered the potential adverse impact and risks of the
transaction, including the increased management attention that will be required
to integrate Pechiney, the costs and covenants associated with the bank
facilities required to pay for the cash element of the consideration, the risks
generally applicable with respect to an investment in Pechiney and the risks
associated with an unsolicited acquisition where there are substantial
limitations on the pre-acquisition due diligence process and increased danger of
difficulties with Pechiney's management and employees.
POSSIBLE UNDERTAKINGS TO MEET REGULATORY CONCERNS
The completion of the offers and the subsequent combination of the businesses of
Alcan and Pechiney are subject to certain regulatory approvals, including, among
others, receipt of merger control approval from the European Commission.
In view of Alcan's experience in respect of the competition regulatory matters
and the competition issues that the offers may raise in certain European markets
(notably certain flat-rolled products, aluminum aerosol cans and aluminum
cartridges), Alcan has already held confidential preliminary discussions with
the European Commission to discuss the types of undertakings that Alcan may need
to offer in relation to these markets in order for the European Commission to be
able to approve the transaction at the end of its initial ("Phase I") review of
the transaction. If required, these undertakings will likely include the
divestiture of certain European businesses, operations or assets of Alcan and/or
Pechiney, to be implemented by way of sale, demerger or other transaction of
similar effect within a relatively short period of time after the completion of
the offers.
In relation to flat-rolled products, Alcan's interpretation of the position that
the European Commission took in relation to the market shares that would have
resulted from the proposed APA transaction is that the competition concerns
arose primarily from bringing under common ownership and control Alcan's
interest in AluNorf (a 50% interest in a rolling mill held through a joint
venture with Norsk Hydro ASA) and Pechiney's Neuf-Brisach rolling mill. Alcan is
therefore willing, if required by the European Commission, to undertake that
these two rolling mill assets (in each case, together with certain other
smaller rolling mill assets) will not both be held under common ownership and
control. Alcan believes that such an undertaking would resolve the principal
competition concerns that may be raised in relation to the Western European
flat-rolled products markets, although there can be no assurance that the
European Commission would not require Alcan to modify such a commitment. In
relation to rigid packaging products, Alcan is prepared to undertake to divest
or demerge certain businesses relating to aerosol cans and aluminum cartridges
to resolve any regulatory concerns.
Alcan anticipates that the businesses that will likely be subject to any
regulatory undertakings described above represent approximately 4% to 5% of
total pro forma revenues (based on 2002 revenues).
Although Alcan expects to make these undertakings with a view to securing
regulatory approvals promptly, there can be no assurance that the European
Commission will accept any remedies that Alcan offers in order to secure
approval of the transaction at the end of Phase I and Alcan may be required to
offer additional undertakings in relation to other products.
EMPLOYMENT MATTERS
Alcan recognizes the value of Pechiney's employees. Alcan will strive to retain
Pechiney's critical human resources following completion of the transaction.
Industrial Operations. Alcan does not currently intend to make material changes
to Pechiney's existing industrial workforce, beyond those that are contemplated
by Pechiney's current strategic restructuring plans and closure or workforce
reduction announcements. Alcan is committed to keeping both Alcan's and
Pechiney's employees' representatives informed throughout the offer process.
Pechiney's Senior Management and Head Office. Alcan currently plans to maintain
Pechiney's existing senior management team and head office operations in place
for a transitional period, after which Alcan expects to be able to achieve
significant cost synergies by rationalizing Pechiney's corporate head offices.
Alcan intends, however, to locate the headquarters of its global packaging and
European primary aluminum businesses in France. Alcan is also considering the
business logic relating to the possibility of establishing the global
headquarters of its aerospace and engineered product group in France.
CONTEMPLATED DIVIDEND POLICY
Pechiney Securities. Alcan is not in a position at this stage to state what
Pechiney's dividend policy will be in respect of Pechiney securities remaining
outstanding after the offer, but it is likely that such policy will be
determined in the context of Pechiney's integration into the combined entity.
This policy could bring about a large reduction in the level of dividends paid
by Pechiney, or even an end to dividends being paid at all.
Alcan Common Shares. The new Alcan Common Shares issued in connection with the
offer will have the same dividend and other rights as existing Alcan Common
Shares.