sc14d9
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, 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:
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| Scott D. Miller
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Norman M. Steinberg |
| George J. Sampas
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Andrew Bleau |
| Sullivan & Cromwell LLP
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Ogilvy Renault LLP |
| 125 Broad Street
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1981 McGill College Avenue |
| New York, NY 10004
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Montreal QC, Canada H3A 3C1 |
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
TABLE OF CONTENTS
Introduction
This Solicitation/Recommendation Statement on Schedule 14D-9 (the “Statement”) relates to an
offer (the “Rio Tinto Offer”) by Rio Tinto Canada Holding Inc. (the “Offeror”), a corporation
incorporated under the laws of Canada and an indirect wholly-owned subsidiary of Rio Tinto plc (“Rio Tinto”)
to purchase each issued and outstanding common share of Alcan Inc. (“Alcan”), together with the
associated rights (the “Alcan Rights”) (and, together with the common shares of Alcan, the “Alcan
Common Shares”) issued and outstanding under the Alcan Shareholders Rights Agreement, made as of
December 14, 1989, amended on February 8, 1990 and March 5, 1990, approved by shareholders on April
26, 1990, amended and restated on March 2, 1995 and April 24, 1995, reconfirmed by shareholders on
April 27, 1995, amended and restated on April 22, 1999, reconfirmed by shareholders on April 22,
2002 and amended on April 28, 2005, between Alcan and CIBC Mellon Trust Company, as rights agent,
for US$101 per Alcan Common Share in cash (less any applicable withholding taxes and without
interest). In connection with the Rio Tinto Offer, Alcan’s board of directors has prepared a
directors’ circular (the “Directors’ Circular”) pursuant to applicable securities laws in Canada.
The Directors’ Circular, which will be mailed to holders of Alcan Common Shares, is filed as
Exhibit (a)(1) to this Statement and is incorporated herein by reference in its entirety.
Item 1. Subject Company Information.
(a) The name of the subject company is Alcan Inc., a corporation organized under the laws of
Canada. The address and telephone number of its principal executive offices is 1188 Sherbrooke
Street West, Montreal, Quebec, Canada H3A 3G2, (514) 848-8000.
(b) This Statement is filed in respect of the Alcan Common Shares. As of July 17, 2007, there
were 371,757,206 Alcan Common Shares issued and outstanding. As of the same date, options to
purchase 5,847,505 Alcan Common Shares were outstanding.
Item 2. Identity and Background of Filing Person.
(a) Alcan is the subject company and the person filing this Statement. Alcan’s name, business
address and business telephone number are set forth in Item 1 above, which information is
incorporated herein by reference. Alcan maintains a website at www.alcan.com. The website
and the information on or connected to the website are not part of this Statement and are not
incorporated herein by reference.
(b) This Statement relates to the Rio Tinto Offer as set forth under “Introduction” above,
which information is incorporated herein by reference.
The Rio Tinto Offer is on the terms and subject to the conditions set forth in a Tender Offer
Statement on Schedule TO (together with the exhibits thereto,
the “Schedule TO”), dated July 24,
2007, filed by the Offeror and Rio Tinto with the U.S. Securities and Exchange Commission (the “SEC”). According
to the Schedule TO, the Rio Tinto Offer will expire at 6:00 p.m.
(Eastern Time) on September 24,
2007 unless the Offeror extends or withdraws the Rio Offer. Under certain circumstances, the
Offeror will be obligated pursuant to the Support Agreement between Alcan, Rio Tinto plc and Rio
Tinto Canada Holding Inc., dated as of July 12, 2007, as amended
on July 20, 2007 with effect as of July 12, 2007, to extend the Rio Tinto Offer.
The Schedule TO states that the Rio Tinto Offer is being made by Rio Tinto Canada Holding Inc.
As set forth in the Schedule TO, the Offeror’s registered office is located at 770 Sherbrooke
Street West, Suite 1800, Montreal, Quebec H3A 1G1, Canada. The Schedule TO states that Rio Tinto’s
registered office is located at 6 St James’s Square, London, SW1Y 4LD.
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
The
information set forth in the Directors’ Circular under the
headings “Reasons for the Board’s Recommendation”,
“Background to the Offer”, “Support Agreement”,
“Ownership of Securities of Alcan”, “Arrangements between Alcan and its Directors and Senior
Officers”, “Arrangements between Rio Tinto, Alcan and the Directors and Senior Officers of Alcan”,
“Issuances of Securities of Alcan to the Directors and Senior Officers of Alcan”, “Ownership of
Securities of Rio Tinto”, “Interests in Material Contracts of Rio
Tinto” and “Schedule C – Issuances of Securities of Alcan” is incorporated herein by
reference. In addition, the information set forth on pages 20 through
26 and 28 through 42
(“Report on Executive Compensation”, “Executive Officers’ Compensation”, “Employment Agreements”,
“Directors’ Compensation”, “Indebtedness of Directors, Executive Officers and Employees” and
“Directors’ and Officers’ Liability Insurance”
and “Schedule B — Summary of the Alcan Executive Share
Option Plan Amendments”) of Alcan’s Proxy Circular, dated February 26, 2007,
which was sent to Alcan shareholders in connection with Alcan’s 2007 Annual Meeting of
Shareholders, is filed as Exhibit (e)(7) and is incorporated herein by reference. The agreements
and plans filed as Exhibits (e)(1) through (e)(6) and (e)(8) through
(27) are incorporated herein by
reference.
Item 4. The Solicitation or Recommendation.
(a) Solicitation/Recommendation
The information set forth in the Letter to Shareholders in the Directors’ Circular and the
information set forth in the Directors’ Circular under the headings “Questions and Answers about
the Rio Tinto Offer — Should I accept the Rio Tinto Offer?”, “Summary — Favourable Recommendation”,
“Unanimous Recommendation of the Board”, “Reasons for
the Board’s Recommendation”, “Background to
the Offer” and “Support Agreement” is incorporated herein by reference.
(b) Reasons for the Recommendation
The information set forth in the Letter to Shareholders in the Directors’ Circular and the
information set forth in the Directors’ Circular under the
headings “Questions and Answers about
the Rio Tinto Offer — Why does the Board believe that the Rio Tinto Offer should be accepted?”,
“Summary — Reasons for the Recommendation”, “Reasons for the Board’s Recommendation”, “Fairness
Opinions” and “Schedule B — Opinions of Financial Advisors” is incorporated herein by reference.
(c) Intent to Tender
Based on reasonable inquiry, Alcan and each executive officer, director, affiliate or
subsidiary of Alcan currently intend to tender any Alcan Common Shares held of record or
beneficially owned by them to the Rio Tinto Offer. The information set forth in the Directors’
Circular under the headings “Support Agreement”, “Intentions of Directors and Senior Officers” and “Ownership of
Securities of Alcan” is incorporated herein by reference.
Item 5. Persons/Assets, Retained, Employed, Compensated or Used.
The information set forth in the Directors’ Circular under the headings “Background to the
Offer”, “Fairness Opinions” and “Persons or Assets Employed, Compensated or Used” is incorporated
herein by reference.
Item 6. Interest in Securities of the Subject Company.
Except as set forth or incorporated by reference in this Statement, no transactions in the
Alcan Common Shares have been effected during the past 60 days by Alcan or, to Alcan’s best
knowledge, by any of its executive officers, directors, affiliates or subsidiaries. The
information set forth in the Directors’ Circular under the headings “Issuances of Securities of
Alcan to the Directors and Senior Officers of Alcan”, “Trading in Securities of Alcan”, “Schedule C
— Issuances of Securities of Alcan” and “Schedule D—Trading in Common Shares of Alcan” is
incorporated herein by reference.
Item 7. Purposes of the Transaction and Plans or Proposals.
The information set forth in the Letter to Shareholders in the Directors’ Circular and the
information set forth in the Directors’ Circular under the headings “Support Agreement”,
“Alternatives to the Rio Tinto Offer” and “Shareholder Rights Plan” is incorporated herein by
reference.
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Item 8. Additional Information.
The information set forth in the Directors’ Circular is incorporated herein by reference.
Item 9. Exhibits.
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| Exhibit No. |
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Description |
(a)(1)*
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Directors’ Circular, dated
July 24, 2007 |
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(a)(2)
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Press Release Issued by Alcan Inc. and Rio Tinto plc on July
12, 2007. (Incorporated by reference to exhibit 99.2 to
Alcan’s Current Report on Form 8-K filed on July 12, 2007.) |
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(a)(3)
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Letter to Employees issued on July 12, 2007. (Incorporated by
reference to exhibit 3 to Alcan’s Schedule 14D-9 filed on July
13, 2007.) |
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(a)(4)
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Talking Points for Managers issued on July 12, 2007.
(Incorporated by reference to exhibit 4 to Alcan’s Schedule
14D-9 filed on July 13, 2007.) |
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(a)(5)
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Questions and Answers for Managers issued on July 12, 2007.
(Incorporated by reference to exhibit 5 to Alcan’s Schedule
14D-9 filed on July 13, 2007.) |
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(a)(6)
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Form of Letter to Customers issued on July 12, 2007.
(Incorporated by reference to exhibit 6 to Alcan’s Schedule
14D-9 filed on July 13, 2007.) |
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(a)(7)
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Talking Points for Customers issued on July 12, 2007.
(Incorporated by reference to exhibit 7 to Alcan’s Schedule
14D-9 filed on July 13, 2007.) |
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(a)(8)
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Form of Letter to Suppliers issued on July 12, 2007.
(Incorporated by reference to exhibit 8 to Alcan’s Schedule
14D-9 filed on July 13, 2007.) |
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(a)(9)
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Talking Points for Suppliers issued on July 12, 2007.
(Incorporated by reference to exhibit 9 to Alcan’s Schedule
14D-9 filed on July 13, 2007.) |
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(a)(10) |
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Letter to Employees of the Bauxite and Alumina Group issued on July 19, 2007. (Incorporated by reference to exhibit 1 to
Alcan’s Schedule 14D-9 filed on July 19, 2007). |
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(a)(11) |
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Letter to Employees of the Engineered Products Group issued on July 20, 2007. (Incorporated by reference to exhibit 1
to Alcan’s Schedule 14D-9 filed on July 20, 2007). |
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(a)(12)*
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Press Release Issued by Alcan Inc.
and Rio Tinto plc on July 24, 2007. |
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(e)(1)
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Support Agreement, between Alcan, Rio Tinto plc and Rio Tinto
Canada Holding Inc., dated as of July 12, 2007. (Incorporated
by reference to exhibit 99.1 to Alcan’s Current Report on Form
8-K filed on July 12, 2007.) |
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(e)(2)
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Amendment to Support Agreement, dated as of July 20, 2007, by and among Alcan Inc., Rio
Tinto plc and Rio Tinto Canada Holding Inc. (incorporated by reference to exhibit 99.1 to Alcan’s
Current Report on Form 8-K filed on July 24, 2007). |
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(e)(3)
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English language translation of
undertakings and confirmations made by Rio Tinto plc and Rio Tinto
Canada Holding Inc. pursuant
to the Continuity Agreement, dated as of December 13, 2006
between Alcan Inc. and the Government of Quebec (incorporated by reference to exhibit (d)(2) to Schedule TO filed by Rio Tinto Canada Holding Inc.
and Rio Tinto plc on July 24, 2007). |
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(e)(4)
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Confidentiality Agreement, dated April 11, 2007, between Alcan Inc. and Rio Tinto plc
(incorporated by reference to exhibit (d)(3) to Schedule TO filed by Rio Tinto Canada Holding Inc.
and Rio Tinto plc on July 24, 2007). |
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(e)(5)
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Amendment to Confidentiality Agreement, dated June 25, 2007 (incorporated by reference to
exhibit (d)(4) to Schedule TO filed by Rio Tinto Canada Holding Inc. and Rio Tinto plc on July 24,
2007). |
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(e)(6)
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Standstill Agreement, dated June 13, 2007, between Alcan Inc. and Rio Tinto plc
(incorporated by reference to exhibit (d)(5) to Schedule TO filed by Rio Tinto Canada Holding
Inc. and Rio Tinto plc on July 24, 2007). |
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(e)(7)*
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Excerpts from Alcan Inc.’s Proxy Circular dated February 26,
2007 relating to the 2007 Annual Meeting of Shareholders |
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(e)(8)
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Employment Agreement dated March 14, 2006 with Richard B.
Evans. (Incorporated by reference to exhibit 10.1 to Alcan’s
Current Report on Form 8-K filed on March 16, 2006.) |
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(e)(9)
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Employment Agreement dated March 10, 2005 with Michael Hanley.
(Incorporated by reference to exhibit 10.3 to Alcan’s Annual
Report on Form 10-K filed on March 9, 2006.) |
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(e)(10)
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Employment Agreement dated December 21, 2006 with Michel
Jacques. (Incorporated by reference to exhibit 10.1 to Alcan’s
Current Report on Form 8-K filed on December 22, 2006.) |
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(e)(11)
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Employment Agreement dated January 14, 2002 with David
McAusland. (Incorporated by reference to exhibit 10.4 to
Alcan’s Annual Report on Form 10-K filed on March 1, 2007.) |
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(e)(12)
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Employment Agreement dated March 2, 2007. (Incorporated by
reference to exhibit 10.1 to Alcan’s Current Report on Form
8-K filed on March 7, 2007.) |
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(e)(13)
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Change of Control Agreement dated May 1, 2005 with Richard B.
Evans. (Incorporated by reference to exhibit 10.2 to Alcan’s
Current Report on Form 8-K filed on July 29, 2005.) |
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(e)(14)
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Change of Control Agreement dated May 1, 2005 with Michael
Hanley. (Incorporated by reference |
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| Exhibit No. |
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Description |
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to exhibit 10.8 to Alcan’s
Annual Report on Form 10-K filed on March 9, 2006.) |
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(e)(15)
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Change of Control Agreement dated May 1, 2005 with Michel
Jacques. (Incorporated by reference to exhibit 10.10 to
Alcan’s Annual Report on Form 10-K filed on March 9, 2006.) |
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(e)(16)
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Change of Control Agreement dated May 1, 2005 with Christel
Bories. (Incorporated by reference to exhibit 10.8 to Alcan’s
Annual Report on Form 10-K filed on March 1, 2007.) |
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(e)(17)
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Change of Control Agreement dated May 1, 2005 with David
McAusland. (Incorporated by reference to exhibit 10.9 to
Alcan’s Annual Report on Form 10-K filed on March 1, 2007.) |
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(e)(18)
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Alcan Executive Share Option Plan, dated April 30, 1990, as
amended. (Incorporated by reference to exhibit 10.1 to Alcan’s
Current Report on Form 8-K filed on April 27, 2007.) |
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(e)(19)
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Alcan Executive Performance Award Plan, dated January 1, 2007,
as amended and restated. (Incorporated by reference to exhibit
10.11 to Alcan’s Annual Report on Form 10-K filed on March 1,
2007.) |
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(e)(20)
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Alcan Pension Plan for Officers, dated January 1, 2006,
amended and restated. (Incorporated by reference to exhibit
10.15 to Alcan’s Annual Report on Form 10-K filed on March 1,
2007.) |
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(e)(21)
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Alcan Inc. Stock Price Appreciation Unit Plan, dated September
27, 2001, as amended. (Incorporated by reference to exhibit
10.2 to Alcan’s Current Report on Form 8-K filed on April 27,
2007.) |
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(e)(22)
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Alcan Inc. Deferred Share Unit Plan for Non-Executive
Directors, dated April 1, 2001, as amended. (Incorporated by
reference to exhibit 10.19 to Alcan’s Annual Report on Form
10-K filed on March 9, 2006.) |
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(e)(23)
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Total Shareholder Return Performance Plan, dated January 1,
2002, as amended. (Incorporated by reference to exhibit 10.2
to Alcan’s Quarterly Report on Form 10-Q filed on November 9,
2006.) |
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(e)(24)
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Alcan Executive Deferred Share Unit Plan, dated January 1,
2003, as amended. (Incorporated by reference to exhibit 10.3
to Alcan’s Quarterly Report on Form 10-Q filed on November 9,
2006.) |
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(e)(25)
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Alcan Restricted Share Unit Plan, dated September 20, 2006, as
amended. (Incorporated by reference to exhibit 10.22 to
Alcan’s Annual Report on Form 10-K filed on March 1, 2007.) |
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(e)(26)
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Alcan Supplemental Short Term Incentive Plan, dated February
11, 2006. (Incorporated by reference to exhibit 10.23 to
Alcan’s Annual Report on Form 10-K filed on March 1, 2007.) |
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(e)(27)
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Pechiney Supplemental Pension Plan,
dated August 8, 2003, as
amended and restated. (Incorporated by reference to exhibit
10.24 to Alcan’s Annual Report on Form 10-K filed on March 1,
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.
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July
24, 2007 |
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/s/
Roy Millington |
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Roy Millington |
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Corporate Secretary |
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