SC 14D9/A

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

(Amendment No. 6)

ALCAN INC.

(Name of Subject Company)

ALCAN INC.

(Name of Person(s) Filing Statement)

Common Shares
Common Share Purchase Rights

(Title of Class of Securities)

013716105

(CUSIP Number of Class of Securities)

Roy Millington, Corporate Secretary

Alcan Inc.

1188 Sherbrooke Street West

Montreal, Quebec, Canada H3A 3G2

514-848-8000

(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)

With copies to:

Scott D. Miller George J. Sampas Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 Norman M. Steinberg Andrew Bleau Ogilvy Renault LLP 1981 McGill College Avenue Montreal QC, Canada H3A 3C1

o       Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Introduction

This Amendment No. 6 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Statement”) originally filed by Alcan Inc. on July 24, 2007, as amended by Amendment No. 1 filed on August 1, 2007, Amendment No. 2 filed on August 2, 2007, Amendment No. 3 filed on August 3, 2007, Amendment No. 4 filed on August 8, 2007 and Amendment No. 5 filed on August 29, 2007.  Except as otherwise noted, the information set forth in the original Statement, as amended by Amendments No. 1, 2, 3, 4 and 5 thereto, remains unchanged. 

Item 9.  Exhibits. 

Item 9 is hereby amended and supplemented by adding the following exhibit: 

Exhibit No.	Description
(a)(18)	Article for Internal Communication issued on August 31, 2007
(a)(19)	Article for Internal Communication issued on August 31, 2007

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 

August 31, 2007                                                                   /s/ Roy Millington                                                              

                                                                                                Roy Millington

                                                                                                Corporate Secretary

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EX-99

Alcan agrees to join forces with Rio Tinto 

On July 12, 2007, Alcan announced that it had agreed to join forces with mining giant Rio Tinto to form Rio Tinto Alcan, a new world leader in the aluminum industry. 

An emotional announcement in the Atrium

On the morning of the announcement, all Maison Alcan employees were invited to gather in the Atrium to hear speeches by Dick Evans, President and Chief Executive Officer of Alcan; Yves Fortier, Chairman of the Board of Directors of Alcan; and two key Rio Tinto executives: Tom Albanese, President and Chief Executive Officer; and Paul Skinner, Chairman of the Board of Directors.

Following a brief photo session with journalists, Dick Evans personally informed the approximately 600 people in attendance of the major development. 

Discussing the situation in which Alcan found itself following the unsolicited offer made in May by Alcoa and the various options the Company then had to consider, he said: "My favourite alternative was the one that delivered the highest value to our shareholders, the best opportunities and security to our employees and the best outcome for the communities in which we operate. [.] Today, we are here, and I think that it is what we have achieved." 

Tribute to Alcan employees 

One after another, the four senior executives then expressed their appreciation and admiration for the men and women who have contributed to the development of Alcan over the years.  

"If we have been able to deliver what is a very attractive price for our shareholders and what is a very good deal for all the Alcan stakeholders, it is because of you and the men and women who preceded you, who have made Alcan the jewel that it is," noted Yves Fortier at the end of his remarks.  

Tom Albanese expressed great admiration for the efforts of Alcan employees throughout the world, emphasizing that the Company's success and international recognition can be attributed to its highly skilled and dedicated workforce. 

He also addressed the issue of the potential consequences of the proposed combination. Having himself joined Rio Tinto following an acquisition, he said he was well aware of the uncertainty and anxiety that can result from such an announcement. Describing the activities of the Rio Tinto Alcan group, he added:

"This new world leader will have its headquarters here at Maison Alcan. It will create opportunities for each of you, for Alcan employees everywhere, for Montreal, for Quebec and for Canada."  

Significant commitments

Yves Fortier indicated that he had assured Premier Jean Charest that: "without exception, Rio Tinto would respect and go beyond all the commitments that Alcan had made to Quebec by virtue of the Continuity Agreement signed in December 2006."  

In fact, the Rio Tinto offer includes several significant commitments to Quebec and Canada:

• Montreal will be home to the global headquarters of Rio Tinto Alcan, with Dick Evans at the helm.
• Alcan's current aluminum smelting technology research and development headquarters will remain in Quebec, and Rio Tinto will relocate its existing smelting technology unit to Quebec.
• Rio Tinto will maintain Alcan's commitment to the Kitimat investment project.
• Rio Tinto will respect Alcan's commitment to invest C$2 billion in the Saguenay-Lac-Saint-Jean region, including the construction of the AP50 pilot plant.
• The Shipshaw investment project will go forward.
• Rio Tinto will create the Rio Tinto Alcan Foundation in Canada, which will be endowed with C$200 million over a five-year period.
• Rio Tinto will maintain Alcan's community commitments, including:
  • The sponsorship of the Montreal International Jazz Festival
  • The Research Fellowship Program
  • The Alcan Prize for Sustainabilty
  • The Alcan Builds on Recycling program.

Furthermore, the Maison Alcan Transformation initiative will proceed, and all Rio Tinto administrative activities in Canada will be consolidated and based at Maison Alcan. 

Accompanied by Tom Albanese, Yves Fortier and Paul Skinner, Dick Evans announces the combination with Rio Tinto.

Gathered in the Atrium, Maison Alcan employees had the best seats in house on July 12, 2007.

EX-99

Rio Tinto's Offer for Alcan : What to Expect

An announcement such as the combination of Alcan with Rio Tinto inevitably raises many questions. Although at this point it is too early to know all the details and specifics of the transaction, we have tried to put together a very high level timeline to highlight the steps usually followed in a transaction of this nature.

1. The offeror, in this case Rio Tinto, is required to officially commence its offer by sending a Directors' Circular to the target company's (Alcan's) shareholders. This was done on July 24.
2. The target company's Board of Directors is then obligated to make a recommendation to its shareholders within 10 business days of the launch of the offer. Alcan's Board of Directors unanimously recommended that our shareholders accept the Rio Tinto Offer and deposit their shares. Alcan's Directors' circular was mailed on July 24.
3. The shareholders have 60 days to tender their shares, subject to extension. The Rio Tinto offer is tentatively set to close on September 24.
4. In the meantime, the offeror needs to request all regulatory approvals from the appropriate authorities in Canada, the US, in Europe and in Australia, among others. This could take anywhere from 30 to 75 days from the time each of these authorities receives all the regulatory filings.
5. It is a condition of the offer that the offeror's shareholders hold a vote on the proposed transaction. Before they can vote, they have to receive a circular explaining the transaction. The vote is held after the circular is sent out. As Rio Tinto is a dual listed company, two shareholder votes will be necessary: one in the UK and one in Australia. 
6. If after the initial 60-day period, the offeror has not received all regulatory approvals, the offeror must extend its offer.
7. The offeror needs to obtain at least two thirds of the target company's shares, for the transaction to be completed.
8. If more than 90% of the shares have been tendered to the offer, the offeror can use a process called "a squeeze-out" to purchase the remaining shares.
9. According to the current schedule, the transaction is expected to close during the fourth quarter of 2007.