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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
under
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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PECHINEY
(Name of subject company)
PECHINEY
(Name of person filing statement)
Common Shares "A"
nominal value 15.25 Euros per Common Share
(Title of class of securities)
705151967
(CUSIP Number of class of securities)
Olivier Mallet
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)
Copy to:
George Casey, Esq.
Shearman & Sterling LLP
Broadgate West
9 Appold Street
London EC2A 2AP
United Kingdom
+44 20 7655 5000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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PECHINEY'S SECURITY HOLDERS SHOULD READ PECHINEY'S SOLICITATION/ RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 WHEN IT IS FILED BY THE COMPANY WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. THE SOLICITATION/ RECOMMENDATION STATEMENT 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.
[Pechiney Logo]
July 7th, 2003
President's statement to all Pechiney employees
Dear Madam, Dear Sir,
We were informed today that the Alcan Group has launched a proposed unsolicited
public offer in order to take control of our company. There has been no
consultation between the management of the two groups before Alcan's decision to
launch its proposed offer. We therefore consider this approach unfriendly.
This situation is entirely separate from the one three years ago, when we worked
on the APA proposal. At that time the intention was to bring together three
groups - Alcan, Pechiney and Algroup - in an agreed and equitable way,
respecting the interests of each of the companies involved. The negotiations
lasted for several months.
Since then, thanks to its technological leadership and its commitment to
continuous improvement, Pechiney's strategy has allowed it to reinforce its
position in primary aluminum and to strengthen its position in the aerospace and
automotive industries, as well as to reaffirm its leadership in the packaging
fields.
The outline proposal put forward by Alcan today includes a number of important
uncertainties regarding competition issues, in particular on what conditions the
relevant authorities may impose on its implementation. Also, at this stage,
there are thus numerous questions regarding the social and industrial
implications of this proposed offer.
I would like to add that the suggested price far from reflects the intrinsic
value of our company, even in the current depressed stock market climate. It
does not properly account for the value that you create every day.
Faced with this situation, Pechiney will review all the options available to us
from an industrial, social and a value creating perspective.
As a result, Pechiney's Board of Directors will meet shortly to review the new
environment created by this outline proposal and will keep the company's
employee representatives informed.
I am convinced that together we will be able to come through this situation. But
during this uncertain time we must continue to serve clients with our usual
attention to quality and detail. I know this can be difficult and I count on you
to meet this challenge.
You can also count on me to keep Pechiney and its employee's best interest at
heart at all times. I will keep you regularly informed throughout this process,
which will have a bearing on the future of our company.
/s/ Jean-Pierre Rodier
Jean-Pierre Rodier,
Chairman & CEO