Ceramic Industry

Rio Tinto Makes Recommended All Cash Offer for Alcan (posted 7/12/07)

July 12, 2007
Rio Tinto and Alcan have reached an agreement for Rio Tinto to make an offer to acquire all of Alcan’s outstanding common shares in an all cash transaction

Rio Tinto and Alcan have reached an agreement for Rio Tinto to make an offer to acquire all of Alcan’s outstanding common shares for $101 per common share in a recommended, all cash transaction. The offer represents a total equity consideration for Alcan of approximately $38.1 billion.

The combined aluminum product group, to be named Rio Tinto Alcan, is expected to be a new global leader in the aluminum industry with large long-life, low-cost assets worldwide. The combined group’s access to significant bauxite reserves, competitive alumina refining, low-cost hydro power, leading smelter technology, and a deep and diverse talent pool provides an excellent position to capitalize on the favorable demand fundamentals of the aluminum industry. Rio Tinto Alcan will also have a strong portfolio of growth projects.

“This transaction combines two leading and complementary aluminum businesses, and is a further step in Rio Tinto’s strategy of creating shareholder value through investing in high-quality, large-scale, low-cost and long-life assets in attractive sectors," said Paul Skinner, Rio Tinto chairman. "We believe that Alcan, with its proven operating expertise and unique set of competitively positioned aluminum assets and power sources, will be an excellent complement to our existing diversified portfolio. We are very pleased that the enlarged aluminum product group, Rio Tinto Alcan, will be headquartered in Montreal and led by the current Alcan chief executive officer, Dick Evans.”

According to Yves Fortier, Alcan chairman, “The agreed transaction with Rio Tinto is the outcome of a rigorous and thorough process conducted by the Alcan board. It achieves all of our stated goals, providing clearly superior value to Alcan shareholders while remaining true to our core values and obligations as responsible corporate citizens. In addition to a very attractive all cash premium, this transaction offers Alcan shareholders the certainty of a clear path to completion, given our relatively limited operational overlap and a commitment by both parties to an expeditious close. Importantly, Rio Tinto has agreed to meet Alcan’s existing business and social commitments to Quebec and Canada, and the Alcan board has therefore determined that the offer meets the terms of our Continuity Agreement with the Government of Quebec.”

Additional details are available at www.riotinto.com and www.alcan.com.

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