-----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, CHPlo9BGxLnlO5x1yl26REls3JYrWJZbszeEcAeIuKt32s9D6OdZc5hHpRrEAq7U HT0zUsUE/ISVk8/sLSoheg== /in/edgar/work/20000602/0000950123-00-005548/0000950123-00-005548.txt : 20000919 0000950123-00-005548.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950123-00-005548 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000602 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALCAN ALUMINIUM LTD /NEW CENTRAL INDEX KEY: 0000004285 STANDARD INDUSTRIAL CLASSIFICATION: [3334 ] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03677 FILM NUMBER: 648287 BUSINESS ADDRESS: STREET 1: 1188 SHERBROOKE ST WEST CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148488000 8-K 1 0001.txt ALCAN ALUMINIUM LIMITED 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): June 2, 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 Amending Agreement dated June 1, 2000, attached hereto as Exhibits 99.1 and 99.2 are 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 June 1, 2000. 99.2 Amending Agreement dated June 1, 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: June 2, 2000 3 4 EXHIBIT INDEX
Exhibit Number Description (99.1) Press release of Alcan Aluminium Limited dated June 1, 2000. (99.2) Amending Agreement dated June 1, 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 0002.txt PRESS RELEASE OF ALCAN ALUMINIUM LIMITED 1 EXHIBIT NO. 99.1: PRESS RELEASE OF ALCAN ALUMINIUM LIMITED, DATED JUNE 1, 2000 MONTREAL, CANADA AND ZURICH, SWITZERLAND - JUNE 1, 2000 - Alcan Aluminium Limited (NYSE, TSE: AL) and algroup (SWX: ALUN) announced today that they have reached agreement on revised terms of the proposed merger of the two companies. The new transaction will involve the exchange of 17.1 Alcan Common Shares for every algroup share. In addition, there will be a repayment of capital of SFr. 90 and a special dividend of SFr. 135 for every share of algroup. The combination of SFr. 225 in cash and 17.1 Alcan Shares has been designed to ensure a sound mix of debt and equity for the combined balance sheet of the two groups. The capital repayment and the special dividend will require the approval of algroup shareholders which will be sought in an Extraordinary Meeting to be held in July 2000. The special dividend will be conditional on 67% of the outstanding shares of algroup being tendered to the Alcan exchange offer. Given the time requirements associated with capital repayments, the exchange offer is expected to be launched in the third quarter. The proposed combination would have had combined revenues of US$12.4 billion (based on 1999 pro forma) in the aluminium and packaging industries. Expected synergies will be at least US$150 million. "I am confident that this merger will deliver significant shareholder value and I look forward to merge algroup and Alcan operations into one new global and stronger industry leader in the aluminium and specialty packaging businesses" concluded Jacques Bougie, President and CEO of Alcan who will continue in this capacity after the merger. "This combination represents exceptional value to our shareholders" said Sergio Marchionne, CEO of algroup. "The new company will be in an improved position to serve its customers' needs on a global basis." In connection with the revised merger terms, algroup and Alcan have secured the support of BZ Group Holding Limited and affiliates who have committed, as principal and on behalf of clients, to irrevocably tender approximately 34% of the outstanding shares of algroup to the Alcan exchange offer. Alcan is a multinational, market driven, low cost producer of aluminium products. With operations in over 30 countries with some 30,000 employees, Alcan is one of the most international aluminium companies in the world. It is a leading producer of primary metal and a global producer and marketer of rolled aluminium products. Algroup is one of Switzerland's largest corporations with operations in 18 countries. Based in Zurich, it employs more than 23,000 people engaged in aluminium and packaging activities. It has established clear leadership in the automotive and mass transportation areas, and is a global packaging supplier to the food, personal care and pharmaceutical markets. 5 2 ALCAN MEDIA RELATIONS INVESTOR RELATIONS Marc Osborne Alan G. Brown +1(514)848-1342 +1(514)848-8368 ALGROUP Corporate Communications Investor Relations Christine Menz Michel Gerber +41-1-386-2595 +41-1-386-2314
6 EX-99.2 3 0003.txt AMENDING AGREEMENT DATED JUNE 1, 2000 1 EXHIBIT NO. 99.2: AMENDING AGREEMENT DATED JUNE 1, 2000 AMENDING AGREEMENT DATED JUNE 1, 2000 Between: Alcan Aluminium Limited ("Canada") and: Alusuisse Lonza Group AG ("Switzerland") WHEREAS: On September 15, 1999 Canada, Switzerland and Pechiney entered into a Combination Agreement; On April 12, 2000 an agreement was entered into among Canada, Switzerland and Pechiney establishing the terms by which the Combination Agreement was terminated as regards Pechiney such that the Combination Agreement remains in force as between Canada and Switzerland only; Canada and Switzerland have agreed that it is in their mutual best interests to amend the terms of the Combination Agreement in order that the Swiss Exchange Offer may proceed as quickly as possible with the maximum chances of success; The respective Boards of Directors of each of Canada and Switzerland have unanimously approved the execution and delivery of this Amending Agreement; BZ Group Holding Limited, BZ Bank Limited and Stillhalter Vision AG have in accordance with the terms of a Tender Agreement entered into simultaneously with the execution and delivery of this Amending Agreement irrevocably agreed to accept or caused to be accepted the Swiss Exchange Offer in respect of 2,300,000 Swiss Shares and to deposit same or cause same to be deposited thereunder. NOW THEREFORE, In consideration of the mutual representations, warranties, covenants and agreements contained herein, the Parties hereto, intending to be legally bound, hereby agree as follows: 1. This Amending Agreement shall be interpreted and applied according to the defined terms, rules of interpretation, rules of enforcement and similar general provisions applicable to the Combination Agreement as if it were part thereof. 2. Schedule 1 to the Combination Agreement under the heading "Details of the Swiss Exchange Offer" shall be amended to read as set forth in Appendix 1 to this Agreement. 3. Each of the parties confirms that it has no knowledge as to the occurrence of any event or the current existence of any situation which would cause the conditions set forth in Part A of Schedule 2 to the Combination Agreement not to be satisfied if the Swiss Exchange Offer were to be made on the date hereof. Notwithstanding this, the condition concerning the completion of the Chemicals Division Demerger which 7 2 was formerly stipulated to be a condition of the Swiss Exchange Offer shall be a condition to be satisfied or waived before the making of the Swiss Exchange Offer and shall be added to Part A of Schedule 2. 4. The text of Schedule 3 to the Combination Agreement shall be replaced by text set forth in Appendix 2 to this Agreement. 5. References to the SBF and London Stock Exchange are deleted from Articles 4.1.6 and 4.4.1 of the Combination Agreement 6. (a) Notwithstanding anything contained in the Combination Agreement, the parties agree that Switzerland shall make both a capital repayment and a dividend payment (together the "Special Swiss Shareholder Payments") payable to its shareholders of record on the close of business on the second business day prior to the exchange of shares under the Swiss Exchange Offer. The Special Swiss Shareholder Payments shall together equal CHF 225 per Swiss Share but not exceed CHF 1,528,100,000 in the aggregate in respect of all Swiss Shares. The payment of the dividend payment portion of the Special Swiss Shareholder Payments shall be subject to the condition that a number of the Swiss Shares equal to the "Swiss Minimum Condition" be deposited for acceptance under the Swiss Exchange Offer and not withdrawn. If the Swiss Minimum Condition is not met or the Swiss Exchange Offer is not completed for any other reason, the capital repayment portion of the Special Swiss Shareholder Payments will be paid on October 24, 2000. The Swiss Exchange Offer shall provide that if Canada acquires any Swiss Shares pursuant thereto after the conditions for the payment of the Special Swiss Shareholder Payments are met, Canada shall be obliged to guarantee to the relevant shareholder of Switzerland who tendered such Swiss Shares that the funds necessary to make their Special Swiss Shareholder Payments will be available to Switzerland. Switzerland shall take all reasonable actions necessary to complete the Special Swiss Shareholder Payments promptly and in reasonable consultation with Canada; and (b) notwithstanding anything contained in the Combination Agreement, the parties agree that none of the restrictions in Article 4.1.5 (e) and (f) shall bind Canada provided that its Chief Executive Officer shall have consulted reasonably with the Chief Executive Officer of Switzerland prior to Canada taking any such action. 7. The June 30, 2000 date referred to in clauses 8.2.1 (c) and 8.4.1 (c) of the Combination Agreement shall be extended to September 30, 2000. 8. No failure by a party in respect of the provisions of the Combination Agreement requiring it to make or co-operate in the making of the Swiss Exchange Offer may constitute a breach of same unless and until a period of 15 days has elapsed following written notice from the other party requiring it to make or co-operate in the making of the Swiss Exchange Offer. 8 3 IN WITNESS HEREOF, the undersigned have each executed and delivered this agreement as of the date first above-mentioned. Alcan Aluminium Limited per: /S/ JACQUES BOUGIE ------------------------- Alusuisse Lonza Group AG per: /S/ SERGIO MARCHIONNE ------------------------- per: /S/ P. KALANTZIS ------------------------- 9 4 APPENDIX 1 SCHEDULE 1 DETAILS OF THE SWISS EXCHANGE OFFER Offeror: Canada. Shares to be offered for: all of the Swiss shares with all rights attached thereto except rights to the Special Swiss Shareholder Payment. Jurisdictions in which Switzerland and such further jurisdictions as the Offer will be made: are agreed to by Canada and Switzerland (such agreement not to be unreasonably withheld or delayed). The Offer will not be made into the United States except on a basis exempt from registration with U.S. Securities and Exchange Commission. Offer Consideration: Canada Common Shares at the rate of 17.1 Canada Common Shares for each Swiss Share (the CANADA SWISS OFFER SHARES). Fractions: Fractions of Canada Common Shares will not be issued. Instead Canada will make arrangements on reasonable terms for Canada Common Shares representing fractional entitlements to be aggregated and sold on the market and the net proceeds of sale (converted at the spot rate of exchange into Swiss francs) to be distributed amongst the persons entitled thereto or such other procedure agreed to by Switzerland and Canada to equitably compensate holders of Swiss Shares for fractional share interests in Canada Common Shares. Offer Conditions: The Swiss Exchange Offer shall become unconditional if at the end of the Swiss Exchange Offer Acceptance Period Canada has received valid acceptances (which have not been withdrawn) in respect of more than 67 per cent of the total number of Swiss Shares calculated on a fully diluted basis as of the end of such Swiss Exchange Offer Acceptance Period (the SWISS MINIMUM CONDITION). 10 5 Swiss Exchange Offer Excluding the initial period of 10 trading Acceptance Period: days when shares cannot be tendered and in relation to which a waiver will be sought: (i) the Swiss Exchange Offer will be open for acceptance for 20 trading days with Canada having the right to extend the Swiss Exchange Offer on one or more occasions for a total duration of 40 trading days and being obliged to so extend upon the request of Switzerland; and (ii) there will be no further extension of the period during which the Swiss Exchange Offer is open for acceptance unless it is required by the Applicable Takeover Authority, including to permit satisfaction of conditions. (i) and (ii) together constituting THE SWISS EXCHANGE OFFER ACCEPTANCE PERIOD for the purpose thereof. Swiss Exchange Offer the Swiss Exchange Offer Acceptance Period Period: plus: (i) whatever time is required thereafter to establish that all the conditions to the Swiss Exchange Offer have failed; and (ii) if all the conditions to the Swiss Exchange Offer are satisfied so that it becomes unconditional, a further period of 10 trading days to permit additional acceptances only. Announcement of As soon as practicable after the end of the acceptance level: Swiss Exchange Offer Acceptance Period in accordance with Swiss regulations. 11 6 Amendment or waiver: (a) Without the prior written consent of Switzerland, Canada shall not decrease the Canada Swiss Offer Shares or make any other change in the terms or conditions of the Swiss Exchange Offers adverse to the holders of Swiss Shares, except to implement the provisions set forth below under the caption, "Adjustments to Prevent Dilution". (b) Without the prior written consent of Switzerland, Canada shall not decrease the number of Swiss Shares being sought in the Swiss Exchange Offer, change the form of consideration proposed to be paid in the Swiss Exchange Offer or change the Swiss Minimum Condition. (c) Without the prior written consent of Switzerland any waiver or purported waiver by Canada of the Swiss Minimum Condition shall not be deemed effective. Adjustments to Prevent In the event that (A) Switzerland changes the Dilution: number of (i) Swiss Shares or (ii) securities convertible or exchangeable into or exercisable for Swiss Shares, or (B) Canada changes the number of (i) Canada Common Shares or (ii) securities convertible or exchangeable into or exercisable for Canada Common Shares, issued and outstanding prior to the time at which the exchange of Canada Common Shares for Swiss Shares occurs as a result of a reclassification, stock split (including a reverse split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the offer consideration constituted by the Canada Swiss Offer Shares shall be equitably adjusted; but for the avoidance of doubt no such adjustment shall be required as a result of the Chemicals Division Demerger. Governing law of Swiss Swiss law for governance of the conduct of the Exchange ffer: Swiss Exchange Offer in Switzerland. 12 7 APPENDIX 2 SCHEDULE 3 BOARD OF DIRECTORS Number of Directors: Eleven including seven nominees of Canada and four nominees of Switzerland. Composition: The members of the Board of Directors of Canada, after completion of the Swiss Exchange Offer shall include: (i) Jacques Bougie, Travis Engen, John Evans and Guy Saint-Pierre as the four original nominees of Canada; (ii) Martin Ebner, Rupert Gasser, Willi H. Kerth and Sergio Marchionne as the four original nominees of Switzerland; and (iii) three additional nominees to be selected by Canada. Residency covenant: Algroup has agreed to take the requisite steps such that one of its nominees will qualify as soon as practicable as a "resident Canadian" to the extent necessary to constitute the Board of Directors for purposes of the CANADA BUSINESS CORPORATIONS ACT. In the event that none of them is able to do so in time for the completion of the Swiss Exchange Offer, Switzerland shall select a replacement nominee who shall be a "resident Canadian". NON-EXECUTIVE CHAIR: The Chairman will be John Evans. COMMITTEES: The Board of Directors will have such committees as it determines, provided that it will at all times have Audit, Corporate Governance and Human Resources and Compensation Committees. The initial composition of these committees shall be as follows: (i) Audit: Saint-Pierre, Marchionne and a new nominee with the Chairman of the Committee remaining to be named; (ii) Corporate Governance: Evans, Ebner and a new nominee with Evans the Chairman of the Committee; (iii) Human Resources and Compensation: Engen, Marchionne and a new nominee with Marchionne the Chairman of the Committee. CEO: The CEO will be Jacques Bougie. PRINCIPAL OFFICES: The head office will be located in Montreal, Canada. 13 EX-99.3 4 0004.txt 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 June 1, 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. 14 -----END PRIVACY-ENHANCED MESSAGE-----