Pechiney and Alcan Agree on Terms of Liquidity Agreement
November 24, 2003
Pechiney and Alcan have agreed on the terms of the liquidity agreement that will be made available for acceptance to beneficiaries of Pechiney stock options. By entering into this liquidity agreement and subject to certain conditions, these optionees will (i) waive their right to obtain the registration into their shareholder account of their Pechiney shares purchased through exercise of their options and (ii) agree that these Pechiney shares would be lodged directly into the Alcan's shareholder account, in exchange for Alcan shares in accordance with a ratio equivalent to the consideration offered for one Pechiney share under the offer. Accordingly, any Pechiney shares underlying stock purchase or stock subscription options for which optionees enter into this liquidity agreement will not be included in the computation of the number of fully-diluted Pechiney shares for purposes of the Alcan's revised tender offer. These underlying shares (except for Pechiney shares underlying stock purchase options that are held by Pechiney in treasury and would be tendered by Pechiney into the offer) will therefore not be included in the denominator of the formula used to determine whether the 95% threshold has been reached for the purposes of triggering payment of the additional cash consideration provided for in the offer.
For additional information, call (33) 15628-2507, fax (33) 15628-3338 or visit http://www.pechiney.com .