-----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, CWYTHUsvB0D8VB1vvFPXPWrvj39oKGj1YwvB5ZSM/P68pz+ODoLalLNd4Ek1u0hC 0FZrudEZfsr916zPpyFUOA== 0000950123-00-003867.txt : 20000421 0000950123-00-003867.hdr.sgml : 20000421 ACCESSION NUMBER: 0000950123-00-003867 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000420 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALCAN ALUMINIUM LTD /NEW CENTRAL INDEX KEY: 0000004285 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03677 FILM NUMBER: 605249 BUSINESS ADDRESS: STREET 1: 1188 SHERBROOKE ST WEST CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148488000 8-K 1 FORM 8-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2000 Alcan Aluminium Limited ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Canada ---------------------------------------------- (State or other jurisdiction of incorporation) 1-3677 Inapplicable ---------------------- ------------------------------------ Commission File Number (I.R.S. Employer Identification No.) 1188 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G2 --------------------------------------------------------------- (Address of principal executive offices, including postal code) (514) 848-8000 ---------------------------------------------------- (Registrant's telephone number, including area code) ================================================================================ 2 ITEM 5. Other Events ------------ The information set forth in the press release issued by Alcan Aluminium Limited and in the Termination Agreement of the New French Exchange Offer Agreement dated April 12, 2000, attached hereto as Exhibits 99.1 and 99.2, is incorporated herein by reference. ITEM 7. Financial Statements, Pro Forma Financial Statements and Exhibits ----------------------------------------------------------------- (c) Exhibits 99.1 Press release of Alcan Aluminium Limited, dated April 13, 2000. 99.2 Termination Agreement of the New French Exchange Offer Agreement dated April 12, 2000. 99.3 Cautionary Statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALCAN ALUMINIUM LIMITED By: /s/ Serge Fecteau ----------------------- Serge Fecteau Assistant Secretary Date: April 20, 2000 3 4 EXHIBIT INDEX
Exhibit Number Description - ----------- ----------- (99.1) Press release of Alcan Aluminium Limited dated April 13, 2000. (99.2) Termination Agreement of the New French Exchange Offer Agreement dated April 12, 2000. (99.3) Cautionary statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995.
4 EX-99.1 2 PRESS RELEASE 1 EXHIBIT NO. 99.1: Press release of Alcan Aluminium Limited, dated April 13, 2000 PROPOSED ALCAN-PECHINEY-ALGROUP MERGER WILL NOT PROCEED ALCAN-ALGROUP MERGER AGREEMENT REMAINS IN FORCE Montreal, CANADA, Paris, FRANCE and Zurich, Switzerland -- April 13, 2000 -- Alcan Aluminium Limited (NYSE, TSE : AL), Pechiney (NYSE, Paris : PY) and algroup (SWX : ALUN) today announce their decision not to proceed with the previously-announced three-way merger among the companies and to terminate their Combination Agreement insofar as Pechiney is concerned. Since the March 14, 2000 decision to withdraw the Pechiney related merger proposals from the European Commission review process, the parties have investigated various restructuring alternatives in an effort to meet the Commission's concerns with respect to a merger involving both Alcan and Pechiney. The companies have concluded that the divestments which would ultimately be required to meet the objections of the European Commission would seriously undermine the strategic viability of the combined company's rolled products business in Europe and its ability to serve its customers in that region. With regret, the parties have determined that a three-way merger will not be pursued. The combination agreement between Alcan and algroup remains in effect with respect to their two-way merger which will be completed through an exchange offer to the algroup shareholders and is subject to remaining regulatory approvals, as well as acceptance by the algroup shareholders. Regulatory approval from the European Commission was obtained on March 14 and the approval of the U.S. Department of Justice is expected shortly. The exchange offer is subject to 67% or more of the shares of algroup being tendered. Contacts: ALCAN Media Relations Investor Relations Marc Osborne Alan G. Brown (514) 848-1342 (514) 848-8368 Pechiney Media Relations: Investor Relations: Fabienne De Brebisson Francois-Jose Bordonado 33-1-5628-2418 33-1-5628-2507 ALGROUP Corporate Communications: Investor Relations: Christine Menz Michel Gerber 41-1-386-2495 41-1-386-2314
5 EX-99.2 3 TERMINATION AGREEMENT 1 EXHIBIT NO. 99.2: TERMINATION AGREEMENT OF THE NEW FRENCH EXCHANGE OFFER AGREEMENT DATED APRIL 12, 2000 THIS AGREEMENT IS MADE ON 12 APRIL 2000 AMONG ALCAN ALUMINIUM LIMITED, a company incorporated under the laws of Canada ("Alcan"), PECHINEY, a company incorporated under the laws of France, and ALUSUISSE LONZA GROUP AG, a company incorporated under the laws of Switzerland ("Algroup") WHEREAS: (A) Alcan, Pechiney and Algroup entered into a Combination Agreement on 15 September 1999 (the "Combination Agreement") to effect the combination of their respective businesses (the "Combination") by way of two separate and non-interconnected Share Exchange Offers made by Alcan to each of Pechiney and Algroup. (B) The Combination Agreement provides that a condition to be satisfied or waived prior to the making of the French Exchange Offer (as defined in the Combination Agreement) is that the European Commission (the "EC") shall have adopted a decision clearing the same; (C) Based on the Parties' understanding that the EC would not adopt such a decision and in order to permit them to find a way forward to effect the combination, the Parties by agreement dated 14 March 2000 terminated the Combination Agreement in relation to Pechiney (the "Termination Agreement"); (D) Further to the foregoing, the Parties immediately entered into a new agreement dated 14 March 2000 for the purposes of setting out the terms on which the French Exchange Offer could be made (the "New French Exchange Offer Agreement"); (E) By virtue of clause 1.2 of the New French Exchange Offer Agreement, the Parties agreed to seek to identify a form of undertakings to the EC which were to be mutually acceptable to each of them and to the EC; (F) It has become apparent to the Parties that, notwithstanding their efforts, they will be unable to agree to undertakings which meet or which are likely to meet the requirements of clause 1.2 of the New French Exchange Offer Agreement; and (G) The Parties have decided that the French Exchange Offer shall not be made. NOW, THEREFORE, in consideration of the agreements herein contained, the Parties hereto, duly authorized by their respective boards of directors, agree as follows: ARTICLE 1 -- TERMINATION OF OBLIGATIONS 1.1 Alcan, Pechiney and Algroup agree that, subject to clause 1.2, the New French Exchange Offer Agreement is hereby terminated in all respects without ongoing rights, obligations or surviving provisions (whether included in the text of the New French Exchange Offer Agreement or included in the New French Exchange Offer Agreement by reason of clause 1.1 thereof), and that accordingly: 6 2 (a) all obligations of whatever nature owed by Alcan to Pechiney or by Pechiney to Alcan relating in any way to the New French Exchange Offer Agreement or the Combination, whether written or not and including in particular and without limitation to the above any obligation to make, support, facilitate or recommend the acceptance of the French Exchange Offer, are hereby terminated with the result that neither Alcan nor Pechiney shall have any liability to the other relating in any way to the Combination; and (b) all obligations of whatever nature owed by Algroup to Pechiney or by Pechiney to Algroup relating in any way to the New French Exchange Offer Agreement or the Combination, whether written or not, are hereby terminated with the result that neither Algroup nor Pechiney shall have any liability to the other relating in any way to the Combination. 1.2 Notwithstanding the above, the Parties agree that the Confidentiality Agreement dated 21 June 1999 (the "Confidentiality Agreement") shall continue to apply to the Parties according to its terms. It is agreed that information disclosed to regulatory authorities in connection with the Combination and information contained in documents made public or intended to be made public in connection with the Combination is not subject to the destruction requirements of the Confidentiality Agreement. Information made public in documents issued to date by any of the Parties in connection with the Combination is not to be considered to be "Proprietary Information" under the Confidentiality Agreement. 1.3 As between Alcan and Algroup only and for the avoidance of doubt, (a) the Combination Agreement shall continue as an agreement between Alcan and Algroup in accordance with clause 8.6.1 thereof, and (b) all obligations of whatever nature owed by Alcan to Algroup or by Algroup to Alcan relating in any way to the New French Exchange Offer Agreement or the Combination, whether written or not and including in particular and without limitation any obligation to make, support or facilitate the French Exchange Offer, are hereby terminated with the result that neither Alcan nor Algroup shall have any liability to the other relating in any way to the French Exchange Offer. Accordingly, the rights and obligations of Alcan and Algroup with respect to each other under the Combination Agreement, including in particular and without limitation to the above with respect to the Swiss Exchange Offer (as defined in the Combination Agreement), remain in full force and effect. 1.4 The Parties agree that the announcement of the decision not to proceed with the Combination will be effected by means of a press release in the form attached hereto and further agree that they will act reasonably to co-ordinate their other announcements and public statements in relation thereto. ARTICLE 2 -- GENERAL 2.1 INTERPRETATION. Except where the context otherwise requires and save as otherwise defined or specified herein, words and expressions used in this Agreement and which are defined in the New French Exchange Offer Agreement shall have the same meaning in this Agreement as in the New French Exchange Offer Agreement. 7 3 2.2 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of England without regard to its conflict of laws principles. 2.3 SETTLEMENT OF DISPUTES. Any dispute arising out of or in connection with this Agreement shall be subject to the jurisdiction of the English courts, to which each Party hereby submits for such purpose, and each will, if necessary, appoint an agent for service of process in England. 2.4 EXPENSES. Each of the Parties shall pay its legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of the Confidentiality Agreement, the Combination Agreement, the Termination Agreement, the New French Exchange Offer Agreement and this Agreement and all documents and instruments executed, prepared or filed pursuant thereto or any other costs and expenses whatsoever and howsoever incurred. 2.5 COUNTERPARTS. This Agreement may be executed in one or more counterparts which together shall be deemed to constitute one valid and binding agreement and delivery of the counterparts may be effected by means of a telecopied message. 2.6 AMENDMENTS. This Agreement may not be modified, amended altered or supplemented except upon the execution and delivery of a written agreement executed by all of the Parties hereto. 2.7 ENTIRE AGREEMENT. This Agreement and the documents to which it refers constitute the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof IN WITNESS WHEREOF, the undersigned have each executed and delivered this agreement as of the date first above written. ALCAN ALUMINIUM LIMITED By /s/ Jacques Bougie - ----------------------------- Jacques Bougie PECHINEY By /s/ Jean-Pierre Rodier - ----------------------------- Jean-Pierre Rodier ALUSUISSE LONZA GROUP AG By /s/ Sergio Marchionne - ----------------------------- Sergio Marchionne By /s/ P. Kalantzis - ----------------------------- P. Kalantzis 8 EX-99.3 4 CAUTIONARY STATEMENT 1 EXHIBIT NO. 99.3: CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Written or oral statements made by Alcan or its representatives, including statements set forth in Alcan's press release issued on April 13, 2000, which describe the Company's or management's objectives, projections, estimates, expectations or predictions of the future may be "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "estimates," "anticipates" or the negative thereof or other variations thereon. The Company cautions that, by their nature, forward-looking statements involve risk and uncertainty and that the Company's actual results could differ materially from those expressed or implied in such forward-looking statements or could affect the extent to which a particular projection is realized. Important factors which could cause the Company's actual performance to differ materially from projections or expectations included in forward-looking statements include global aluminum supply and demand conditions, aluminum ingot prices and changes in other raw materials costs and availability, cyclical demand and pricing within the principal markets for the Company's products, changes in government regulations, particularly those affecting environmental, health or safety compliance, economic developments and other factors within the countries in which the Company operates or sells its products and other factors relating to the Company's ongoing operations including, but not limited to, litigation, labour negotiations and fiscal regimes. Copies of the Company's filings may be obtained by contacting the Company or the United States Securities and Exchange Commission. 9 -----END PRIVACY-ENHANCED MESSAGE-----