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Rio Tinto Offer for Alcan successful - Offer extended to November 8, 2007

This Site:en.yinlu.net Source:en.yinlu.net Writer: Time:2007-10-24
LONDON, Oct. 23 /CNW/ - Rio Tinto today announces that approximately298,759,000 common shares of Alcan Inc. (which represent approximately 79.41%of the outstanding shares on a fully diluted basis) have been validlydeposited and taken up under the offer by Rio Tinto Canada Holding Inc.("RTCH") to acquire all the shares of Alcan (the "Offer"). RTCH has alsoreceived notices of guaranteed delivery covering approximately an additional21,336,000 Alcan common shares (which represent approximately 5.67% of theoutstanding shares on a fully diluted basis).

All of the conditions of the Offer have been satisfied and the initialoffering period, which was extended until October 23, 2007, is now closed foracceptance. RTCH has taken up all the Alcan shares deposited under the Offerand those shares may no longer be withdrawn. Payment for the deposited shareswill be made to the depositary on October 25, 2007. The shares covered bynotices of guaranteed delivery will be taken up when the certificatesrepresenting them are delivered.

RTCH has extended the Offer until 6:00 P.M. (Canadian Eastern Time) onNovember 8, 2007 by commencing a subsequent offering period (the "SubsequentOffering Period") to allow those Alcan shareholders who have not alreadydeposited their shares under the Offer the chance to do so. They will receiveUS$101 per share as was offered during the initial offering period. A noticeof extension will be mailed promptly. RTCH will immediately take up andpromptly pay for all Alcan shares validly deposited under the Offer during theSubsequent Offering Period.

Paul Skinner, chairman, Rio Tinto said: "We have been working towards ouroffer for Alcan becoming unconditional and have now passed the finalmilestone, with more than two thirds of Alcan shareholders having tenderedtheir shares. This landmark deal will contribute significantly to Rio Tinto'sstrategy of creating shareholder value through building a portfolio ofglobally-leading, high quality, long life, low cost assets."

Tom Albanese, chief executive, Rio Tinto, said "We now look forward tocombining Alcan's excellent assets with our own aluminium operations to createthe world's leading aluminium producer, to be known as Rio Tinto Alcan. Theoutlook for aluminium remains strong and the prospects for Rio Tinto Alcan areexcellent. Rio Tinto Alcan will be a strong operational platform to pursue newgrowth opportunities in aluminium."

If RTCH acquires more than 90% of the Alcan shares, upon expiry of theOffer, it intends to acquire all shares it does not then own by way ofstatutory compulsory acquisition pursuant to the Canada Business CorporationsAct.

If permitted by applicable law, RTCH intends to cause Alcan to cease tobe a reporting issuer under Canadian securities legislation and to apply todelist the Alcan common shares from the Toronto Stock Exchange, the New YorkStock Exchange, the London Stock Exchange, the SWX Swiss Exchange, EuronextParis and Euronext Brussels (with respect to the international depositaryreceipts) and to cause the Alcan common shares to be deregistered under the USSecurities and Exchange Act of 1934 as soon as practicable after thecompletion of the Offer.

About Rio Tinto

Rio Tinto is a leading international mining group headquartered in theUK, combining Rio Tinto plc, a London listed company, and Rio Tinto Limited,which is listed on the Australian Securities Exchange.

Rio Tinto's business is finding, mining, and processing mineralresources. Major products are aluminium, copper, diamonds, energy (coal anduranium), gold, industrial minerals (borax, titanium dioxide, salt, talc) andiron ore. Activities span the world but are strongly represented in Australiaand North America with significant businesses in South America, Asia, Europeand southern Africa.

Additional information

The offer to purchase all of the issued and outstanding common shares ofAlcan for US$101 per common share in a recommended, all cash transaction (the"Offer") is being made by Rio Tinto Canada Holding Inc. (the "Offeror"), anindirect wholly-owned subsidiary of Rio Tinto. The address of the Offeror is770 Sherbrooke Street West, Suite 1800, Montreal, Quebec, H3A 1G1. The Offerrepresents a total consideration for Alcan common shares of approximatelyUS$38.1 billion.

The subsequent offering period has commenced and the Offer is open foracceptance until 6.00 p.m., Canadian Eastern Time, on November 8, 2007, unlessextended.

This announcement is for information purposes only and does notconstitute or form part of any offer or invitation to purchase, otherwiseacquire, subscribe for, sell, otherwise dispose of or issue, or anysolicitation of any offer to sell, otherwise dispose of, issue, purchase,otherwise acquire or subscribe for, any security. The Offer (as the same maybe varied or extended in accordance with applicable law) is being madeexclusively by means of, and subject to the terms and conditions set out in,the offer and takeover bid circular delivered to Alcan and filed with Canadianprovincial securities regulators and the United States Securities and ExchangeCommission (the "SEC") and mailed to Alcan shareholders.

The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published ordistributed should inform themselves about and observe such restrictions.

In connection with the Offer, an offer and takeover bid circular as wellas ancillary documents such as a letter of transmittal and a notice ofguaranteed delivery have been filed with the Canadian securities regulatoryauthorities and the SEC and an Alcan directors' circular with respect to theOffer has also been filed. A Tender Offer statement on Schedule TO (the"Schedule TO") and a Solicitation/Recommendation Statement on Schedule 14D-9(the "Schedule 14D-9") has also been filed with the SEC.

SHAREHOLDERS OF ALCAN ARE URGED TO READ THE OFFER AND TAKEOVER BIDCIRCULAR, AS AMENDED (INCLUDING THE LETTER OF TRANSMITTAL AND NOTICE OFGUARANTEED DELIVERY), THE SCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BIDCIRCULAR, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THESCHEDULE 14D-9 AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.

The offer and takeover bid circular as well as other materials filed withthe Canadian securities regulatory authorities are available electronicallywithout charge at . The Schedule TO and the Schedule 14D-9 areavailable electronically without charge at the SEC's website, .Materials filed with the SEC or the Canadian securities regulatory authoritiesmay also be obtained without charge at Rio Tinto's website, .

While the Offer is being made to all holders of Alcan common shares, thisannouncement does not constitute an offer or a solicitation in anyjurisdiction in which such offer or solicitation is unlawful. The Offer is notbeing made in, nor will deposits be accepted in, any jurisdiction in which themaking or acceptance thereof would not be in compliance with the laws of suchjurisdiction. However, the Offeror may, in its sole discretion, take suchaction as it may deem necessary to extend the Offer in any such jurisdiction.

The Offer is made to holders in France of Alcan common shares admitted totrading on Euronext-Paris. An announcement including the main informationrelating to the Offer documents has been prepared and released pursuant toarticle 231-24 of the AMF General Regulation and contains information relatingto how and in which time limit Alcan shareholders residing in France canaccept this Offer. The offer document and the announcement prepared pursuantto article 231-24 of the AMF General Regulation, as amended on 17 September2007, 23 and 24 October 2007, are available free of charge to the holders ofAlcan Shares registered with Euroclear France who request it from Citi France,Global Transaction Services, Operations department, 19 le Parvis la Défense 7,92073 Paris la Défense. They are also available on the internet at thefollowing address: .

The Offer is made to holders in Belgium of Alcan common shares and/orcertificates admitted to trading on Euronext Brussels (the "IDRs"). A Belgiansupplement, addressing issues specific to holders of Alcan common sharesand/or IDRs in Belgium (the "Belgian Supplement") was approved by the BelgianBanking, Finance and Insurance Commission (the "BFIC") on 2 August 2007. Afirst notice of extension of the Offer was approved by the BFIC on18 September 2007 (the "First Supplement"). A second notice of extension ofthe Offer was approved by the BFIC on 23 October 2007 (the "SecondSupplement"). The offer document, the Belgian Supplement, the First Supplementand the Second Supplement are available free of charge to the investors inBelgium who request it from the Belgian branch of Citibank International plc,Department GTS Operations, 4th floor, boulevard Général Jacques 263G, 1050Brussels. They are also available on the internet at the following address:.

For further information

Media Relations, London: Christina Mills,Office: +44 (0) 20 8080 1306, Mobile: +44 (0) 7825 275 605
Nick Cobban,Office: +44 (0) 20 8080 1305, Mobile: +44 (0) 7920 041 003
Media Relations,Australia: Ian Head, Office: +61 (0) 3 9283 3620, Mobile: +61 (0) 408 360 101
Amanda Buckley, Office: +61 (0) 3 9283 3627, Mobile: +61 (0) 419 801 349
Investor Relations, London: Nigel Jones, Office: +44 (0) 20 7753 2401, Mobile:+44 (0) 7917 227 365
David Ovington, Office: +44 (0) 20 7753 2326, Mobile:+44 (0) 7920 010 978
Investor Relations, Australia: Dave Skinner, Office: +61(0) 3 9283 3628, Mobile: +61 (0) 408 335 309
Investor Relations, NorthAmerica: Jason Combes, Office: (801) 685-4535, Mobile: (801) 558-2645
Email:questions@riotinto.com
Website: www.riotinto.com
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