SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Name of subject company)
(Name of person filing statement)
Common Shares "A"
nominal value 15.25 Euros per Common Share
(Title of class of securities)
(CUSIP Number of class of securities)
Chief Financial Officer
7, place du Chancelier Adenauer
75116 Paris, France
+33 (1) 56 28 20 00
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person filing statement)
George A. Casey, Esq.
Shearman & Sterling LLP
9 Appold Street
London EC2A 2AP
+44 20 7655 5000
ý Check the box if the filing relates solely to preliminary communications made before the commencement of a
THE FOLLOWING PRESS RELEASE WAS ISSUED BY PECHINEY ON OCTOBER 13, 2003 AND CONCERNS PECHINEY'S FORMAL RECOMMENDATION STATEMENT REQUIRED UNDER APPLICABLE FRENCH LAW IN RESPECT OF ALCAN'S EXCHANGE OFFER, WHICH COMMENCED IN FRANCE ON OCTOBER 7, 2003. THE ENGLISH LANGUAGE PRESS RELEASE IS A TRANSLATION OF THE PRESS RELEASE REQUIRED TO BE ISSUED UNDER APPLICABLE FRENCH REGULATIONS AND APPROVED BY THE COMMISSION DES OPÉRATIONS DE BOURSE. ALCAN'S EXCHANGE OFFER IN THE UNITED STATES HAS NOT YET COMMENCED. FOLLOWING THE COMMENCEMENT OF ALCAN'S EXCHANGE OFFER IN THE UNITED STATES, PECHINEY WILL FILE ITS SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). PECHINEY SECURITY HOLDERS SHOULD READ PECHINEY'S SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WHEN IT IS FILED WITH THE SEC BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE SOLICITATION/ RECOMMENDATION STATEMENT WHEN FILED WITH THE SEC WILL BE AVAILABLE, AND OTHER PUBLIC FILINGS MADE FROM TIME TO TIME BY THE COMPANY WITH THE SEC ARE AVAILABLE, WITHOUT CHARGE FROM THE SEC'S WEBSITE AT WWW.SEC.GOV AND MAY ALSO BE OBTAINED FOR FREE BY DIRECTING A REQUEST TO: PECHINEY, 7, PLACE DU CHANCELIER ADENAUER, 75116 PARIS, FRANCE, ATTENTION: CHARLES L. RANUNKEL, VICE PRESIDENT, DIRECTOR INVESTOR RELATIONS, TELEPHONE +33 1 56 28 25 77.
Paris, October 13, 2003
Alcan's increased public offer: Pechiney has filed with the French Commission des opérations de bourse a draft formal recommendation statement (note en réponse) in response to Alcan's prospectus (note d'information) filed in connection with its public offer in France for Pechiney common shares, Bonus Allocation Rights and OCEANEs.
Alcan Inc., a Canadian corporation ("Alcan" or the "Initiator") filed with the French Conseil des marchés financiers (the "CMF") on July 7, 2003 a draft public offering consisting of a public tender offer and a public exchange offer for Pechiney common shares, Bonus Allocation Rights and OCEANEs. This offer, considered unfriendly, was deemed inadequate and was rejected by Pechiney's Board of Directors on July 8, 2003.
On September 12, 2003, Alcan and Pechiney entered into an agreement that included, among other things, the terms of an increased offer and contained certain undertakings by Alcan. On the same day, having carefully considered this increased offer, the Board of Directors of Pechiney decided that it would recommend it, since it viewed the increased offer as being in the best interest of the company's shareholders, employees and customers.
Following this agreement, on September 15, 2003, in accordance with Article 5-2-5 of the General Rules and Regulations of the CMF, Alcan filed a draft increased public offer with the CMF, which was declared acceptable (recevable) by the CMF on September 29, 2003 (I&D number 203c1528). The related prospectus (note d'information) received the visa of the Commission des opérations de bourse (the "COB") on October 2, 2003 under visa number 03-858.
The purpose of this press release is to set forth the principal terms of Pechiney's draft formal recommendation statement (note en réponse) submitted to the COB on October 10, 2003.
Characteristics of the increased public offer
The principal terms and conditions of the increased public offer for the Pechiney common shares, Bonus Allocation Rights and OCEANEs (the "Offer" and collectively with the American Offer (defined below) the "Offers") are as follows:
each applicable day's noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York) over a period of 10 US trading days, chosen at random by a French judicial officer (huissier de justice) from among the 30 US trading days between the 36th day (exclusive) and the 5th US trading day (exclusive) before the expiration of the Offer.
The number of Alcan common shares to be delivered, for each ONE Pechiney common share (or for each 10 Bonus Allocation Rights) shall then be rounded off to the nearest fourth decimal place.
Alcan shall announce before the opening in Paris of the 5th trading day before the expiration of the Offer: the Average Value of the Alcan common shares, the Reference Value of the Alcan common shares, its decision to substitute all or part of the Alcan common shares to be deliveredvalued at the Average Valuewith an equivalent amount of cash, the exchange ratio and the cash consideration offered to Pechiney's shareholders.
In any event, the number of Alcan common shares to be delivered for each ONE Pechiney common share (or for each 10 Bonus Allocation Rights) may not be less than 0.6001 Alcan common share or the cash value corresponding to 0.6001 Alcan common share valued at the Average Value, no more than 0.8358 Alcan common share, or the cash value corresponding to 0.8358 Alcan common share valued at the Average Value:
|=||0.835766, rounded to 0.8358 Alcan common share.|
The Offer was authorized on September 4, 2003, by the French Minister of Economy, Finance and Industry pursuant to Article 7 of Decree no. 2003-196 of March 7, 2003 governing foreign financial relationships.
The Offers were authorized on September 29, 2003, by the relevant European Community competition authorities and the federal competition authorities in the United States and Switzerland.
The commitments made by Alcan to these authorities are described in the French prospectus (note d'information) published by Alcan.
Commitments made by Alcan
Pursuant to the agreement entered into between Alcan and Pechiney on September 12, 2003, Alcan specified, among other things, that:
shares in the Offer (as increased if more than 95% of Pechiney's share capital and voting rights (on a fully diluted basis) are tendered in the Offers, including any reopened Offer pursuant to Article 184.108.40.206 of the General Regulations of the CMF) and valuing each Alcan common share at the Reference Value definitively adopted pursuant to the Offer. The choice between these two possibilities will be given to holders of Pechiney options through a liquidity agreement that will be provided to them. With respect to the foregoing, the consideration offered by Alcan in the Offer corresponds to a total (i) of €24.60 in cash, this amount being increased to €25.60 if more than 95% of Pechiney's share capital and voting rights (on a fully diluted basis) are tendered in the Offers (including any reopened Offer pursuant to Article 5-2-3-1 of the General Rules and Regulations of the CMF) and (ii) of an amount equal to the number of Alcan common shares exchangeable for each ONE Pechiney common share under the terms of the Offer (before potential substitution of an equivalent amount of cash in place of all or a portion of the Alcan Common Shares to be issued as consideration in the Offer) multiplied by the Average Value.
Formal recommendation (avis motivé) of Pechiney's Board of Directors
At its meeting of October 8, 2003, presided by Jean-Pierre Rodier, Président Directeur Général of Pechiney, at which all members were present or represented, the Board of Directors of Pechiney took note of:
During the meeting mentioned above, the Pechiney Board considered a number of possible alternatives to the Offers, including the viability of a stand-alone strategy, the benefits of such alternatives for holders of Pechiney Securities, the timing and likelihood of achieving additional value from these alternatives and the likelihood of finding appropriate partners for the implementation of certain of these alternatives. In this connection, the Pechiney Board noted that representatives of Pechiney and its financial and legal advisors had held in-depth discussions with certain third parties who, it was believed, might have had a potential interest in a transaction with Pechiney, and the Pechiney Board was informed of the preliminary outcome of such discussions. The Pechiney Board concluded that the Offers were superior to all other alternatives considered.
Based on the foregoing, the Board of Directors of Pechiney, duly noting the terms of the Offer as set forth in the French prospectus (note d'information) approved under visa no. 03-858 by the COB on October 2, 2003, having considered Alcan's commitments and expressions of intent set forth in the agreement entered into between Alcan and Pechiney on September 12, 2003, and after having deliberated pursuant to Article 12 of COB Regulation 2002-04 resolved, further to its decision of September 12, 2003, that this increased offer constitutes the best value available to the shareholders of Pechiney and resolved by a majority of 9 votes out of 12 votes present or represented, to recommend to holders of Pechiney Securities that they tender their Pechiney Securities in the Offers.
Pechiney's Board of Directors resolved that the Pechiney common shares held in treasury by Pechiney, to the extent Pechiney may freely dispose of such shares, would be tendered in the Offer, and noted that Pechiney common shares held by Pechiney's direct or indirect subsidiaries could also be tendered in the Offer if such subsidiaries so decide.
The three directors elected by Pechiney's employees (Mssrs. Bouvier, Nordberg and Zanello), who abstained from the vote of the Pechiney Board on its formal recommendation (avis motivé) in respect of the Offers, requested that their reasons for abstaining be set forth as follows: "As representatives of Pechiney's employees, we consider:
Finally, the directors of Pechiney, other than the directors elected by Pechiney's employees, resolved to tender their own Pechiney common shares in the Offers. The directors of Pechiney elected by Pechiney's employees stated that they were reserving their positions with respect to the tender of their Pechiney common shares in the Offer.
This release relative to the increased public offer initiated by Alcan, declared acceptable (receivable) by the CMF on September 29, 2003 (I&D number 203c1528) and formalized in Alcan's French prospectus (note d'information) that received the visa of the COB (no. 03-858) has been prepared and disseminated pursuant to the provisions of Article 6 of COB Regulation no. 2002-04 and of the instruction issued in application of the same.
Dissemination to the public of this formal recommendation statement (note en reponse) remains subject to the approval of the French market authorities.
* * * * * *
Pursuant to article 7 of COB Regulations no. 2002-04, this press release was transmitted to the COB prior to its publication.
PECHINEY is an international group listed on the Paris and New York stock exchanges. Its three main sectors are primary aluminum, aluminum transformation and packaging. PECHINEY had total sales of 11.9 billion euros in 2002. It employs 34,000 persons.
Certain statements in this press release that describe Pechiney's intentions, expectations or projections may constitute forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Pechiney's actual results, performance or achievement to be materially different from its intentions, expectations or projections. The forward-looking statements in this press release speak only as of its date and Pechiney undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
|Contacts in the Press Office:
||Contact at Investor Relations:
|Chrystèle Ivins: Tel.: 01 56 28 24 18
|Charles L. Ranunkel: Tel.: 01 56 28 25 07
Fax: 01 56 28 33 38
|Stephan Giraud: Tel.: 01 56 28 24 19||E-mail: Pechiney-IR-Team@pechiney.co|