SC 14D9

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

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, 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

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

      The following materials were entered into or issued by Alcan Inc. (“Alcan”) on July 12, 2007:

Exhibit	Description
1.	Support Agreement, between Alcan, Rio Tinto plc and Rio Tinto Canada Holding Inc., dated as of July 12, 2007*.
2.	Press Release Issued by Alcan and Rio Tinto plc on July 12, 2007*.
3.	Letter to Employees issued on July 12, 2007.
4.	Talking Points for Managers issued on July 12, 2007.
5.	Questions and Answers for Managers issued on July 12, 2007.
6.	Form of Letter to Customers issued on July 12, 2007.
7.	Talking Points for Customers issued on July 12, 2007.
8.	Form of Letter to Suppliers issued on July 12, 2007.
9.	Talking Points for Suppliers issued on July 12, 2007.

* Incorporated by reference to the Current Report on Form 8-K filed by Alcan (File No. 1-3677) on July 12, 2007.

Alcan’s shareholders are urged to read Alcan’s Solicitation/Recommendation on Schedule 14D-9 when it is filed by Alcan with the U.S. Securities and Exchange Commission (the “SEC”) because it will contain important information.  The Solicitation/Recommendation Statement and other public filings made from time to time by Alcan with the SEC are available without charge from the SEC’s website at www.sec.gov.

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. 

July 13, 2007	/s/ Roy Millington________
	Roy Millington
	Secretary

- 2 -

EX-99

 July 12, 2007

Dear Colleagues,

Today we announced that Alcan has agreed to combine with Rio Tinto, a leading international mining group headquartered in the UK with operations around the world.  This is a unique and exciting opportunity to join forces with a complementary and strong global player to create a new global leader in the aluminum industry with unrivalled development opportunities.  Our Board firmly believes it is the right choice for Alcan's shareholders, our employees, and our communities.

Rio Tinto intends to acquire 100% of Alcan's common shares at a price of US$101 per share in cash, valuing Alcan in a transaction totaling more than US$38.1 billion.  The press release announcing the transaction is attached and can also be found on the Alcan Speaks section of the Alcan Source intranet portal.

Rio Tinto Alcan - A Winning Combination

Our Board of Directors decided to align with Rio Tinto after engaging in an extensive review of strategic options to deliver value to our stakeholders - and to protect Alcan's values and commitments.  As you know, Alcan had received a hostile offer from Alcoa in May of this year.  After evaluating the Alcoa proposal, our Board unanimously recommended that Alcan shareholders reject that offer because it was inadequate, contrary to the best interests of Alcan's stakeholders, and did not adequately compensate our shareholders for the value of our assets, technology, capabilities, growth prospects or talented workforce.

Rio Tinto's bid for Alcan is fundamentally different from Alcoa's bid in many important ways.  First, it is an agreed-to rather than a hostile transaction.  We will be part of a thriving global organization with a strong portfolio of growth projects, world-leading assets and technology, and an attractive cost position bolstered by complementary mining, refining and smelting capabilities.  This will mean significant opportunities for Alcan employees as part of the combined company.

From an organizational standpoint, Rio Tinto's existing aluminum-related operations, currently concentrated in Australia and New Zealand, will be combined with ours to create Rio Tinto Alcan. For the sake of comparison, had the two companies been combined, it would have had 2006 revenues of US$27.1 billion, earnings before interest, taxes depreciation and amortization (EBITDA) of US$5.3 billion and 71,047 employees worldwide. It would have produced 4.3 million tons of aluminum annually and 8.7 million tons of alumina annually.

Rio Tinto Alcan will become a business group within Rio Tinto headquartered at an expanded Maison Alcan in Montréal.  Additionally, the headquarters of the enlarged aluminum smelting technology R&D group will be in Québec and France where Rio Tinto's existing smelter technology unit will be combined with ours. In addition to joining the Rio Tinto Board of Directors, I will become CEO of Rio Tinto Alcan.  Rio Tinto has also committed to appointing two non-executive Alcan Directors to its Board.

To optimize its business model and to allow the combined Rio Tinto Alcan to focus on core aluminum operations, the Alcan Board has concluded that Alcan Packaging will be divested.   With $6 billion in revenues and 130 facilities in 30 countries, Alcan Packaging is a global scale business. Our colleagues in this business will have opportunities for development and success as a result of its divestiture.  Given the strong platform for growth and excellent market positions built over the last few years in food flexible, pharmaceutical, beauty and tobacco packaging, this is a move that would have made sense regardless of the Rio Tinto combination.  The Engineered Products business will be based in Paris, France, and the Bauxite and Alumina businesses will be based in Brisbane, Australia.

Keeping Our Commitments and Shared Values

Like Alcan, Rio Tinto has a solid track record as a Canadian corporate citizen - and has been an investor in Québec and Canada for decades.  It currently has significant business activities in the Province of Québec (including QIT Fer et Titane and Iron Ore Company of Canada), and the Northwest Territories (Diavik Diamond Mines). Rio Tinto has agreed to maintain and enhance Alcan's existing business and social commitments in Canada.  Its offer satisfies all the requirements of the Continuity Agreement signed between Alcan and the Government of Québec. For example, Rio Tinto has committed to creating the Rio Tinto Alcan foundation in Canada, which would have an endowment of C$200 million built up over a five-year period.

We have confidence that as a combined business we will be able to sustain our values, including our commitments to environment, health, safety, local communities and sustainability, and our focus on maximizing shareholder value.

Maintaining Momentum

Considering the limited regulatory requirements, we expect the transaction to close by the end of the third quarter or beginning of the fourth quarter 2007.  In the meantime, some of you will begin to become involved with integration planning for the future.  For most, however, it will be business as usual.  As the process develops, we will, of course, keep you well informed.  I know I have said this before, but it is worth repeating: our Board and management team are truly proud of your ability to remain focused and productive during these last several months.  We thank you for it.

Sincerely,

Dick Evans

President and CEO

Alcan Inc.

EX-99

Talking Points

For Managers

Alcan Agrees to Combine with Rio Tinto

• Today we announced that Alcan has agreed to combine with Rio Tinto.
• Rio Tinto will acquire 100% of Alcan's outstanding common shares at a price of US$101 per share in cash.  The total value of the transaction is $38.1 billion.
• Rio Tinto is a leading international mining group headquartered in the UK with operations around the world.
• This is a unique and exciting opportunity to join forces with a highly complementary and immensely strong global player to create a new global leader in the aluminum industry with unrivalled development opportunities. 
• This will mean significant opportunities for Alcan employees as part of the combined company.
• Rio Tinto has agreed to maintain and enhance Alcan's existing business and social commitments in Canada, and the Rio Tinto offer satisfies the Continuity Agreement signed between Alcan and the Government of Québec. 
• Our Board of Directors decided to align with Rio Tinto after engaging in an extensive review of strategic options to deliver value to our stakeholders - and to protect Alcan's values and commitments. 
• Our Board firmly believes it is the right choice for Alcan, our shareholders, our employees, and our communities.
• The transaction is expected to close by the end of the third quarter or beginning of the fourth quarter 2007. 
• Some of you will begin to become involved with integration planning for the future.  For most, it will be business as usual.
• We will keep you well informed as the process develops.

Rio Tinto Alcan - A Winning Combination

• As you know, we previously received a hostile offer from Alcoa in May of this year.  After evaluating the Alcoa proposal, our Board unanimously recommended that Alcan shareholders reject that offer because it was
  • Inadequate;
  • Contrary to the best interests of Alcan's stakeholders;
  • Did not adequately compensate our shareholders for the value of our assets, technology, capabilities, growth prospects or talented workforce.

• Rio Tinto's offer for Alcan is fundamentally different from Alcoa's offer in many important ways.
  • It is an agreed-to rather than a hostile transaction.
  • We will be part of a thriving global organization with a strong portfolio of growth projects, world-leading assets and technology, and an attractive cost position bolstered by complementary mining, refining and smelting capabilities.

• Rio Tinto's existing aluminum-related operations, currently concentrated in Australia and New Zealand, will be combined with ours to create Rio Tinto Alcan - headquartered at Maison Alcan.
  • The headquarters of the enlarged aluminum smelting technology R&D group will be in Quebec and France where Rio Tinto's existing smelter technology unit will be combined with ours.
  • The Engineered Products business will be based in Paris, France, and the Bauxite and Alumina businesses will be based in Brisbane, Australia.

• In addition to joining the Rio Tinto Board of Directors, Dick Evans will become CEO of Rio Tinto Alcan.
  • Rio Tinto has also committed to appointing two non-executive Alcan directors on its Board.

• As part of its review of strategic alternatives, the Alcan Board has concluded that Alcan Packaging will be divested so that it can optimize its business model and the combined Rio Tinto Alcan can focus on core aluminum operations. 
  • Given the strong platform for growth and excellent market positions built over the last few years in food flexible, pharmaceutical, beauty and tobacco packaging, this is a move that would have made sense regardless of the Rio Tinto combination.

Keeping Our Commitments and Shared Values

• Like Alcan, Rio Tinto has a solid track record as a Canadian corporate citizen - and has been an investor in Quebec and Canada for decades. 

• Rio Tinto currently has significant business activities in the Province of Quebec (including QIT Fer et Titane and Iron Ore Company of Canada), and the Northwest Territories (Diavik Diamond Mines).

• For example, Rio Tinto has committed to creating the Rio Tinto Alcan foundation in Canada, which would have an endowment of C$200 million built-up over a five-year period.

• We have confidence that as a combined business we will be able to sustain our values, including our commitments to environment, health, safety, local communities and sustainability, and our focus on maximizing shareholder value.

EX-99

 

Questions & Answers

For Managers

Alcan Agrees to Combine with Rio Tinto

1. Why is this transaction the best one for Alcan?

Alcan's Board strongly believes that the proposed transaction with Rio Tinto is a winning combination for both companies.  This combination creates a new global leader in the aluminum industry with unrivalled development opportunities, provides superior value, certainty and timing for Alcan shareholders, and deepens Alcan's commitments and values in Canada.  After a rigorous process, our Board firmly believes it is the right choice for Alcan, our shareholders, our employees, and our communities.

This all-cash transaction represents a 65.5% premium over Alcan's closing share price of US$61.03 on May 4, 2007, the last trading day on the NYSE prior to Alcoa's unsolicited offer for Alcan, and a 32.8% premium to the value of Alcoa's current offer of US$76.03, based on Alcoa's closing share price on July 11, 2007.

2. Would we have done something like this had Alcoa never approached us with a hostile offer?

We've always said that this is an evolving, dynamic industry, and we are committed to doing what's best for our stakeholders.  We've agreed to join forces with a complementary and strong global player to create a new global leader in the aluminum industry with growth opportunities for all.

3. What does this mean for employees?

This proposed transaction combines two highly complementary, growing businesses.  This will mean significant opportunities for Alcan employees as part of the combined company.

The new global aluminum products group will be named Rio Tinto Alcan and will be headquartered in Montreal.  Alcan's current President and Chief Executive Officer, Dick Evans, will become CEO of the combined group.  Aluminium smelting technology R&D group will remain in Quebec and France as today.  The Engineered Products business will be based in Paris, France, and the Bauxite and Alumina businesses will be based in Brisbane, Australia.

The new Rio Tinto Alcan will be a global leader in the aluminum industry with large-scale, long-life, low-cost bauxite and alumina capacity creating the industry's leading low-cost integrated producer. Combined, the global aluminum business had proforma 2006 revenues of US$27.1 billion, earnings before interest, taxes depreciation and amortization (EBITDA) of $5.3 billion and 71,047 employees worldwide.

4. Will there be any layoffs?

This proposed transaction combines two highly complementary, growing businesses.  This will mean significant opportunities for Alcan employees as part of the combined company.

5. What will happen to my benefits and compensation?

While it is too early for specifics, we don't expect material changes.

6. What are the next steps?

We will apply for regulatory approval and Rio Tinto's shareholders will vote on the transaction.  We expect it to close by the end of the third quarter or early fourth quarter of 2007. 

7. What are the odds that this deal doesn't go through or there is another bidder?

It would be inappropriate to speculate. 

8. Will current management remain in place?

The current Alcan CEO, Dick Evans will become CEO of the combined Rio Tinto Alcan, based in Montreal.  He will also become a member of the Rio Tinto Board of Directors.  Alcan management will be a key part of the combined aluminum business management team.

9. Why will you divest the Packaging business?

As part of its review of strategic alternatives, the Alcan Board has concluded that Alcan Packaging will be divested so that it can optimize its business model and the combined Rio Tinto Alcan can focus on core aluminum operations.   

10. Which unions are affected by this deal and will this have an impact on negotiations?  Could unions hold up the deal? 

The transaction should not impact labor negotiations.  The unions are an integral part of Alcan's business and we are committed to working with them to ensure everyone understands the benefits of this proposed transaction.

11. Alcan has many major projects in the design or execution phase. Are these projects being compromised?

It is business as usual.   

12. Where can I get more information or who can answer questions I may have?

You visit the "Alcan Speaks" section of the Alcan Source intranet portal, or you can speak to your manager.

EX-99

Customer Letter 
 

July 12, 2007

Dear Customer:

Today we announced that Alcan has agreed to combine with Rio Tinto - a leading international mining group headquartered in the UK with operations around the world.  This is a unique and exciting opportunity to join forces with a highly complementary and immensely strong global player to create a new global leader in the aluminum industry with unrivalled development opportunities.  The press release announcing the transaction can be found on www.alcan.com.

Our Board of Directors decided to align with Rio Tinto after engaging in an extensive review of strategic options to deliver value to our stakeholders - and to protect Alcan's values and commitments.

As part of Rio Tinto, we will be a thriving global organization with strong portfolio of growth projects, world-leading assets and technology, and an attractive cost position bolstered by complementary mining, refining and smelting capabilities.

From an organizational standpoint, Rio Tinto's existing aluminum-related operations, currently concentrated in Australia and New Zealand, will be combined with ours to create Rio Tinto Alcan.  In addition to joining the Rio Tinto Board of Directors, Dick Evans will become CEO of Rio Tinto Alcan.  a business group within Rio Tinto to be headquartered at an expanded Alcan in Montreal.  Additionally, the headquarters of the enlarged aluminum smelting technology R&D group will be in Québec and France where Rio Tinto's existing smelter technology unit will be combined with ours.  Engineered Products will be based in Paris, France and Bauxite and Alumina will be based in Brisbane, Australia.

Customers will benefit from the combined company's sustainable cost advantage and capacity to address needs on a global basis.  During this time, it is business as usual for our company.  As always, we will continue to provide you with high quality products and services.  Existing customer agreements/contracts will [insert information] under the combined company. 

Please feel free to get in touch with your Alcan contact should you have any questions. We greatly value the opportunity to serve you and hope that you will support Rio Tinto Alcan in the future.

Sincerely,

[Name]

Alcan Inc.

EX-99

Talking Points 

 

For Customers

Alcan Agrees to Combine with Rio Tinto

• Today we announced that Alcan has agreed to combine with Rio Tinto.

• Rio Tinto is a leading international mining group headquartered in the UK with operations around the world.

• This is a unique and exciting opportunity to join forces with a highly complementary and immensely strong global player to create a new global leader in the aluminum industry with unrivalled development opportunities. 

• Our Board of Directors decided to align with Rio Tinto after engaging in an extensive review of strategic options to deliver value to our stakeholders - and to protect Alcan's values and commitments. 

• We will be part of a thriving global organization with a strong portfolio of growth projects, world-leading assets and technology, and an attractive cost position bolstered by complementary mining, refining and smelting capabilities.

• Customers will benefit from the combined company's sustainable cost advantage and capacity to address needs on a global basis.

• Rio Tinto's existing aluminum-related operations, currently concentrated in Australia and New Zealand, will be combined with ours to create Rio Tinto Alcan.
  • Additionally, the headquarters of the enlarged aluminum smelting technology R&D group will be in Quebec and France where Rio Tinto's existing smelter technology unit will be combined with ours.
  • Engineered Products will be based in Paris, France and Bauxite and Alumina will be based in Brisbane, Australia.

• In addition to joining the Rio Tinto Board of Directors, Dick Evans will become CEO of Rio Tinto Alcan, a business group within Rio Tinto to be headquartered at an expanded Alcan in Montreal.

• During this time, it is business as usual at Alcan.

• As always, we will continue to provide you with high quality products and services.

• Existing customer agreements/contracts will [insert information] under the combined company.

• Please feel free to get in touch with your Alcan contact should you have any questions. 

• The press release announcing the transaction can be found on our website www.alcan.com.

EX-99

Supplier Letter 

 

July 12, 2007

Dear Supplier:

Today we announced that Alcan has agreed to combine with Rio Tinto - a leading international mining group headquartered in the UK with operations around the world.  This is a unique and exciting opportunity to join forces with a highly complementary and immensely strong global player to create a new global leader in the aluminum industry with unrivalled development opportunities.  The press release announcing the transaction can be found on www.alcan.com.

Our Board of Directors decided to align with Rio Tinto after engaging in an extensive review of strategic options to deliver value to our stakeholders - and to protect Alcan's values and commitments. 

As part of Rio Tinto, we will be a thriving global organization with a strong portfolio of growth projects, world-leading assets and technology, and an attractive cost position bolstered by complementary mining, refining and smelting capabilities.

From an organizational standpoint, Rio Tinto's existing aluminum-related operations, currently concentrated in Australia and New Zealand, will be combined with ours to create Rio Tinto Alcan.  In addition to joining the Rio Tinto Board of Directors, Dick Evans will become CEO of Rio Tinto Alcan, a business group within Rio Tinto to be headquartered at an expanded Alcan in Montreal. Additionally, the headquarters of the enlarged aluminum smelting technology R&D group will be in Québec and France where Rio Tinto's existing smelter technology unit will be combined with ours.  Engineered Products will be based in Paris, France and Bauxite and Alumina will be based in Brisbane, Australia.

During this time, it is business as usual for our company.  We want to assure you that this announcement will in no way disrupt our relationship with you. You are critical partners and a key force behind our continued success.

Please feel free to get in touch with your Alcan contact should you have any questions. We greatly value your partnership and look forward to our relationship with you as Rio Tinto Alcan in the future.

Sincerely,

[Name]

Alcan Inc.

EX-99

Talking Points 

 

For Suppliers 

Alcan Agrees to Combine with Rio Tinto

• Today we announced that Alcan has agreed to combine with Rio Tinto.

• Rio Tinto is a leading international mining group headquartered in the UK with operations around the world

• This is a unique and exciting opportunity to join forces with a highly complementary and immensely strong global player to create a new global leader in the aluminum industry with unrivalled development opportunities. 

• Our Board of Directors decided to align with Rio Tinto after engaging in an extensive review of strategic options to deliver value to our stakeholders - and to protect Alcan's values and commitments. 

• As part of Rio Tinto, we will be a thriving global organization with a strong portfolio of growth projects, world-leading assets and technology, and an attractive cost position bolstered by complementary mining, refining and smelting capabilities.

• Rio Tinto's existing aluminum-related operations, currently concentrated in Australia and New Zealand, will be combined with ours to create Rio Tinto Alcan.
  • Additionally, the headquarters of the enlarged aluminum smelting technology R&D group will be in Quebec and France where Rio Tinto's existing smelter technology unit will be combined with ours.
  • Engineered Products will be based in Paris, France and Bauxite and Alumina will be based in Brisbane, Australia.

• In addition to joining the Rio Tinto Board of Directors, Dick Evans will become CEO of Rio Tinto Alcan, a business group within Rio Tinto to be headquartered at an expanded Alcan in Montreal.

• During this time, it is business as usual at Alcan.

• We want to assure you that this announcement will in no way disrupt our relationship with you.

• You are critical partners and a key force behind our continued success.

• Please feel free to get in touch with your Alcan contact should you have any questions.

• The press release announcing the transaction can be found on our website at www.alcan.com.