-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DmfPiXi3+LXTeqac6OWWxkUIMpZMOe3UsPJfHNYmyAM/5LY64VGzg4z8eQCFowXt o7pjbYws/XVnDPrKwhGRGg== 0000947871-03-001552.txt : 20030724 0000947871-03-001552.hdr.sgml : 20030724 20030707162929 ACCESSION NUMBER: 0000947871-03-001552 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PECHINEY CENTRAL INDEX KEY: 0001003467 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: 1934 Act SEC FILE NUMBER: 005-50524 FILM NUMBER: 03777167 BUSINESS ADDRESS: STREET 1: 10 PLACE DES VOSGES STREET 2: LADEFENSE 5 CITY: COURBEVOIE STATE: I0 ZIP: 92400 BUSINESS PHONE: 3123993000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PECHINEY CENTRAL INDEX KEY: 0001003467 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 10 PLACE DES VOSGES STREET 2: LADEFENSE 5 CITY: COURBEVOIE STATE: I0 ZIP: 92400 BUSINESS PHONE: 3123993000 SC 14D9 1 sch14d9_070703.txt SCHEDULE 14D-9 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT under SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------- 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. ================================================================================ The following press release was issued by Pechiney (the "Company" or "Pechiney") on July 7, 2003. Pechiney shareholders are urged to 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"), as 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. - -------------------------------------------------------------------------------- PRESS RELEASE PROPOSED UNSOLICITED OFFER FOR PECHINEY BY ALCAN Paris, July 7, 2003: Pechiney has just been informed that the Alcan Group has launched a proposed unsolicited public offer for its shares in order to take control of the company. There have been no consultations between the two groups before Alcan's decision to launch its proposal. Pechiney expresses surprise at this unfriendly approach. Pechiney notes that this proposed offer is subject to conditions, including authorisation by the competition authorities. This proposal, of which the outcome is uncertain, has negative implications for the company, its employees and its shareholders. 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. Viewed in this context the proposed offer seriously undervalues the strategic potential of the Pechiney Group. Pechiney's Board of Directors will meet shortly to review the proposal vis-a-vis the intrinsic and strategic value of the company as well as from an industrial and shareholder value creating perspective. 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 (euro)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. Investor Relations Contacts: Charles L. Ranunkel: Tel: 33 1 56 28 25 07 Fax 33 1 56 28 33 38 PECHINEY 7, place du Chancelier Adenauer 75116 Paris e-mail: Pechiney-IR-Team@pechiney.com Internet: http://www.pechiney.com Press Contacts: Chrystele Ivins: Tel: 33 1 56 28 24 18 chrystele.ivins@pechiney.com Stephan Giraud: Tel: 33 1 56 28 24 19 stephan.giraud@pechiney.com -----END PRIVACY-ENHANCED MESSAGE-----