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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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THE FOLLOWING PRESS RELEASE WAS ISSUED BY PECHINEY ON SEPTEMBER 12, 2003.
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.
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[PECHINEY LOGO]
September 12, 2003
Pechiney's Board of Directors recommends Alcan's new offer
The Board of Directors of Pechiney met on September 12, 2003 to consider a new
offer from Alcan with respect to its proposed acquisition of Pechiney.
The new offer is a cash/share offer up to EUR 48.5 consisting of EUR 47.5 per
share plus a EUR 1 per share supplement if the tender results reach at least
95%.
Having carefully considered the terms of Alcan's new offer, and in light of the
long-recognized industrial logic of a Pechiney-Alcan combination and the
relative merits of this combination versus a viable standalone strategy, the
Board of Directors of Pechiney has determined that such a new offer constitutes
the best value alternative available to Pechiney shareholders. The Board of
Directors is pleased that this combination would allow Pechiney's employees to
contribute to a global leader in aluminum and packaging activities. It has
consequently determined to recommend to Pechiney shareholders to accept Alcan's
new offer, which it views as being in the best interest of the company's
shareholders, employees and customers.
The Board of Directors notes that the offer remains subject to prior approval in
phase I by the competition authorities in the European Union and in the United
States, and that Alcan will be filing the revised offer with the securities
regulators by Tuesday, September 16, 2003.
Pechiney is an international group listed on the Paris and New York stock
exchanges. Its three core businesses are primary aluminum, aluminium conversion
and packaging. Pechiney achieved sales of EUR 11.9 billion in 2002. It employs
34,000 employees.
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.
Press Contacts: Investor Relations Contacts:
Chrystele Ivins: Tel.: 33 1 56 28 24 18 Charles L. Ranunkel: Tel.: 33 1 56 28 25 07
chrystele.ivins@pechiney.com Fax: 33 1 56 28 33 38
Stephan Giraud: Tel.: 33 1 56 28 24 19
M: Communications:
Louise Tingstrom: Tel.: + 44 789 906 6995
Hugh Morrison: Tel.: + 44 7815 890 720
AMENDED FINANCIAL TERMS
Pechiney Ordinary Shares/Bonus Allocation Rights (10):
o Mixed Stock and Cash Offer (Pure Offre Publique Mixte) - no subsidiary cash
or share offers.
o Cash - EUR 24.60 per Pechiney share, subject to increase as described
below.
o Alcan shares - EUR 22.90 in Alcan shares per Pechiney share; each Alcan
share will be valued at the greater of (x) EUR 27.40 or (y) the
volume-weighed average of the Alcan stock price on the New York Stock
Exchange for 10 trading days chosen at random from the 30 trading days
ending 5 days prior to closing (cloture) (with each day's price
expressed in euros based upon the USD/EUR exchange rate for the same 10
trading days);
o On the date that the value of the Alcan shares for purposes of the Offer is
set and publicly announced, i.e., 5 trading days prior to closing (cloture),
Alcan may, as its discretion and subject to the consent of the sponsoring
banks to the Offer, choose to replace any portion of the Alcan share
consideration component with cash in an amount equal to the value of the
Alcan shares so replaced determined on the same basis.
Pechiney OCEANEs:
o Cash - EUR 83.40 per Pechiney OCEANE, subject to increase as described
below.
Increase in Offer Price:
o If the Offer is successful and more than 95% of Pechiney's share capital and
voting rights on a fully diluted basis are tendered in the Offer (including
any reopened offer pursuant to Article 5-2-3-1 of the CMF Regulation), Alcan
will provide all Pechiney shareholders that have tendered their shares with
an additional EUR 1 in cash per tendered share. In this event, Alcan will
provide each holder of Pechiney OCEANE tendering OCEANEs an additional EUR
0.40 per tendered OCEANE and all holders of Pechiney Bonus Allocation Rights
that have tendered their rights with an additional EUR 0.10 per right.