-----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,
TReLKujs665k5MnwC6t835xzZb4WjFVOZrZ0kxG4u2yDtsCA1CctHLOnvFp2uZZ7
EUKyM9gd9f6VE7V1WU+wIQ==
Filed by Alcan Inc. Further information Alcan has filed with the Securities and Exchange Commission a
registration statement to register the Alcan Common Shares to be issued in the
proposed transaction, including related tender/exchange offer materials.
Investors and Pechiney securityholders are urged to read the registration
statement and related tender/exchange offer materials (when available) and any
other relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they contain important information.
Investors and Pechiney securityholders may obtain a free copy of the
registration statement and related tender/exchange offer materials (when
available) and other relevant documents at the SEC's Internet web site at
www.sec.gov and Pechiney securityholders will receive information at an
appropriate time on how to obtain transaction-related documents for free from
Alcan. This communication is for informational purposes only. It
shall not constitute an offer to purchase or buy or the solicitation of an offer
to sell or exchange any securities of Pechiney, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. The solicitation of offers to buy Alcan Common Shares
will only be made pursuant to a prospectus and related materials that Alcan
expects to send to Pechiney securityholders. These securities may not be sold,
nor may offers to buy be effected prior to the time the registration statement
becomes effective. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended. Forward-Looking Statement Certain statements made in this communication are
forward-looking statements. Although Alcan's management believes that the
expectations reflected in such forward-looking statements are reasonable,
readers are cautioned that these forwardlooking statements by their nature
involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. Many factors could cause actual
results and developments to differ materially from those expressed or implied by
these forward-looking statements, including those listed under "Cautionary
Statement Concerning Forward-Looking Statements " and "Risk Factors" in the
preliminary prospectus included in the registration statement we have filed with
the SEC in connection with our proposed offer for certain securities of Pechiney.
See the previous paragraph for information about how you can obtain a free copy
of the registration statement. A FOR IMMEDIATE RELEASE PECHINEY FAILS TO ACCEPT REVISED ALCAN PROPOSAL Montreal, Canada
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14d-2
of the Securities Exchange Act of 1934, as amended.
Subject Company: Pechiney S.A.
Registration
Statement No. 333-106851
Date: September 1,
2003
Press Release
Alcan's revised proposal was conditional upon it being recommended by Pechiney's Board for acceptance by its shareholders. Alcan's improved cash and share proposal would have provided for a maximum of Euro 47 to 48 per Pechiney share. In entering discussions with Pechiney and making this proposal, Alcan sought to create an opportunity to facilitate and accelerate the integration of the two companies.
Pechiney advised Alcan on August 31, 2003 that its Board did not accept Alcan's revised proposal. Consequently, it lapsed and discussions have ended.
Alcan remains confident that its original July 7, 2003 offer will succeed. Based on Alcan's share price as of August 29, 2003, Alcan's cash and share offer is worth approximately Euro 44.50 per Pechiney share.
Alcan is a multinational, market-driven company and a global leader in aluminum, packaging, and recycling with 2002 revenues of US$12.5 billion. With world-class operations in primary aluminum, fabricated aluminum as well as flexible and specialty packaging, Alcan is well positioned to meet and exceed its customers' needs for innovative solutions and service. Alcan employs 54,000 people and has operating facilities in 42 countries.
- 30 -
Media contact |
Investor contact |
Joseph Singerman |
Corey Copeland |
+1 514 848-1355 |
+1 514 848-8368 |