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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 INTERVIEW WITH JEAN-PIERRE RODIER, PECHINEY'S CHAIRMAN AND CHIEF
EXECUTIVE OFFICER, WAS PUBLISHED IN THE FRENCH NEWSPAPER LE MONDE ON SEPTEMBER
13, 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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Interview with Jean-Pierre Rodier from Le Monde
September 13, 2003
LE MONDE: Pechiney's Board of Directors today accepted Alcan's offer, whereas it
had rejected the previous proposals. What makes this offer more acceptable than
the others?
JEAN-PIERRE RODIER: It is not the same. At the outset, the offer was made
without consulting us, which is not a very friendly approach. In industrial
terms, although Pechiney can stand alone -- and will continue to do so if
Alcan's offer fails -- it is difficult to deny that the combination makes sense.
We suggested this solution three years ago. In financial terms, on the other
hand, the money was not right. Alcan was offering 41 euros per share, which was
well below Pechiney's worth. That is what we told our shareholders, and we have
been heard. Our share price has always been higher than the initial offer.
Alcan understood the message and, at the end of August, made a new offer of 48
euros. But at that time, negotiations had not been completed. So Pechiney's
Board decided that we had to continue discussions and rejected the offer. We
resumed contact at the end of last week and on Thursday we reached an agreement.
Alcan's offer of 48.5 euros per share was approved by our board. However, it
remains subject to approval by the European Commission, without an in-depth
inquiry. If Brussels decides otherwise, each of us will recover its freedom.
LE MONDE: Does half a euro more per share really make the difference?
JEAN-PIERRE RODIER: It does mean 40 million euros more. Overall, the offer has
gone from 41 to 48.5 euros, which represents double the premium for our
shareholders. By giving ourselves two more weeks, we were above all able to
discuss matters in greater depth. Alcan's commitments are now contractual and
have been secured.
LE MONDE: What are those commitments?
JEAN-PIERRE RODIER: If Alcan takes control of Pechiney, Pechiney will not become
a mere subsidiary, but will be a major world mainstay of the Group alongside
Canada. Alcan has stated that Pechiney (France) would become the group's world
packaging headquarters and the European headquarters for smelting (primary
aluminum production). Alcan was also considering making France the world
headquarters for its aerospace business. This is now a certainty if Alcan's
offer succeeds. Similarly, if Alcan's bid goes ahead, Paris will become the
European HQ for machined products instead of Zurich, Alcan's current base.
Finally, the HQ for smelting technology, in which our Group is the undisputed
world leader, will remain in France, in Saint-Jean de Maurienne. And that
technology will be sold solely under the Pechiney brand for ten years. It is
symbolic, but it is still important to ensure that Pechiney's name continues.
LE MONDE: Have you obtained commitments on employment?
JEAN-PIERRE RODIER: An appointment process that guarantees openness and fairness
for the group's 50 top managers has been adopted in the spirit of what was
decided three years ago, only on a simpler basis. We have discussed with Travis
Engen (the head of Alcan) who will do what if the offer succeeds, but nothing
will be made public until the offer is completed. I can assure you that there is
real recognition of the talents of Pechiney's people.
LE MONDE: After raising its offer, won't Alcan be tempted to seek further
savings and make job cuts?
JEAN-PIERRE RODIER: If Alcan takes control, there will be job cuts at
headquarters, but they may be partly offset by activity transfers from other
European headquarters. As for the rest, Alcan said that it intends to carry out
our restructuring plan, as we had defined it. The plan has now been completed
and Alcan says it does not want to go any further or reduce the industrial
workforce to increase synergy. Alcan has also undertaken to work in liaison with
the French Government to carry out any future restructuring programs, if needed.
LE MONDE: One of the stumbling blocks to your past merger project was the
refusal to make the divestments required by Brussels. The problem of
concentration remains, particularly in Aluminum rolling capacity with the Alcan
plant in Norf, Germany and the Pechiney plant in Neuf-Brisach, France. Have you
settled this question in your discussions?
JEAN-PIERRE RODIER: We are not in a merger mechanism but a takeover process. So
this question has not been discussed. Alcan's managers seem open and have not
apparently made their choice. It depends on what Brussels asks them and on the
potential buyers that may come forward. It is an economic decision. But if their
choice is Neuf-Brisach, the plant's staff should have no cause for concern. They
have a very good track record. Any buyer will have as an objective the further
development of the plant.
LE MONDE: Do you think that the European Commission is likely to accept Alcan's
take-over project without an in-depth inquiry?
JEAN-PIERRE RODIER: We have two weeks of uncertainty before finding out what
Brussels requires. What I can say is that Alcan takes the Commission's requests
very seriously and is ready to take every step to fulfill them.
LE MONDE: Did you consider holding out until the very end?
JEAN-PIERRE RODIER: Alcan took advantage of the opening provided by the
depreciation of the dollar and the decline of our share price. This gave it an
opportunity to launch an attack on Pechiney, which remains the last affordable
major group now that Reynolds and Alumax have disappeared. It was our duty to
take forceful action to make Alcan raise its offer. Which it did. But fighting
until the bitter end would not have made sense. A protracted battle would not
have been good for the teams in place. You have to think of the future.
LE MONDE: What is your future?
JEAN-PIERRE RODIER: If Pechiney remains alone, I will enthusiastically continue
managing the Group. If Alcan takes it over, I'll leave, because a group cannot
have two bosses. That was clear for me from the outset.
LE MONDE: Have you negotiated a departure package from Pechiney ?
JEAN-PIERRE RODIER: If I leave, I'll answer that at the appropriate time.
LE MONDE: Do you have any regrets?
JEAN-PIERRE RODIER: Only one: not succeeding three years ago in convincing Alcan
to accept what it is prepared to accept today.