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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): September 16, 1999
Alcan Aluminium Limited
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(Exact name of Registrant as specified in its charter)
Canada
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(State or other jurisdiction of incorporation)
1-3677 Inapplicable
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Commission File Number (I.R.S. Employer Identification No.)
1188 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G2
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(Address of principal executive offices, including postal code)
(514) 848-8000
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(Registrant's telephone number, including area code)
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ITEM 5. Other Events
The information set forth in the press release issued by Alcan Aluminium
Limited, attached hereto as Exhibit 99.1, 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 September 16, 1999
99.2 Cautionary Statement for purposes of the "Safe Harbor" provisions
of the Private Securities Litigation Reform Act of 1995.
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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
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Serge Fecteau
Assistant Secretary
Date: September 16, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ----------- -----------
<S> <C>
(99.1) Press release of Alcan Aluminium Limited dated September 16, 1999.
(99.2) Cautionary statement for purposes of the "Safe Harbor" provisions of
the Private Securities Litigation Reform Act of 1995.
</TABLE>
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EXHIBIT NO. 99.1: PRESS RELEASE OF ALCAN ALUMINIUM LIMITED,
DATED SEPTEMBER 16, 1999
ALCAN, PECHINEY AND ALGROUP SIGN
DEFINITIVE THREE-WAY COMBINATION AGREEMENT
PECHINEY COMPLETES WORKERS' COUNCILS INFORMATION AND CONSULTATION SESSIONS
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MONTREAL, CANADA; PARIS, FRANCE; AND ZURICH, SWITZERLAND - [SEPTEMBER 16,
1999] - Alcan (NYSE, TSE: AL), Pechiney (NYSE, PARIS: PY) and algroup (SWX:
ALUN), today jointly announced that, as anticipated in their August 11
announcement, they have now entered into a definitive three-way combination
agreement.
The three companies announced the signing of a memorandum of understanding
("MoU") on August 11, with Alcan and algroup also having signed a definitive
two-way combination agreement. On its part, Pechiney was required, under French
law, to inform and consult its workers' councils prior to entering into a
definitive three-way combination agreement. That information and consultation
process was completed within the anticipated time frame and the two-way
combination agreement between Alcan and algroup has been replaced by the
three-way agreement such that one agreement now governs the three parties.
As announced on August 11, the three-way merger will be accomplished
through two independent exchange offers that the parties have agreed will be
initiated by Alcan. Completion of the transaction will be subject to certain
conditions, the most relevant of which are:
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(i) approval of the required share issuance at a meeting of Alcan
shareholders, which is expected to be held in late October or early
November;
(ii) minimum acceptance thresholds of 67% by the shareholders of each
of Pechiney and algroup in response to respective exchange offers, and;
(iii) regulatory clearances and requirements.
The completion of the algroup transaction also depends upon algroup
completing the announced tax-free demerger of its chemical and energy business
which is subject to the approval of its shareholders, anticipated to be obtained
at a meeting to be held in late October.
Filings in respect of regulatory clearances have been made in the United
States and Canada and, with the signing of the three-way combination agreement,
will now be made in Europe. Regulatory filings are also being pursued in a
number of other jurisdictions. The parties confirm that the overall transaction
time frame remains on track with completion of all aspects expected for early
next year.
With combined 1998 revenue of US$21.6 billion and operations in 59
countries, the merger of Alcan, Pechiney and algroup will create one of the
world's largest aluminium companies and the global leader in both flexible and
specialty packaging. The Alcan-Pechiney-algroup combination, temporarily to be
referred to as A.P.A, will be a world leader in aluminium, with complementary
operations and technologies, a sustainable superior low-cost position in primary
aluminium, superior aluminium fabricating positions globally, and superior
positioning for future low-cost growth and expansion. A.P.A. will bring together
highly complementary packaging businesses with leading positions in attractive
growth business areas including pharmaceuticals, food and cosmetics.
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Additional information with respect to the three companies is contained in
their respective securities regulatory filings and financial statements. This
press release does not constitute an offering of securities, which may be made
by prospectus only. Detailed information with respect to the proposed three-way
combination agreement will be contained in the various formal documents,
including circulars, offers, registration statements and similar documents, to
be filed with securities regulatory authorities and sent to the shareholders of
the three companies.
CONTACTS FOR FURTHER INFORMATION
<TABLE>
<S> <C>
ALCAN
INVESTOR RELATIONS: MEDIA RELATIONS:
Alan Brown Mathieu Bouchard
514-848-8368 514-848-8186
PECHINEY
INVESTOR RELATIONS: CORPORATE COMMUNICATIONS:
Francois-Jose Bordonado Jean-Claude Nicolas
33-1-5628-2507 33-1-5628-2422
ALGROUP
INVESTOR RELATIONS: CORPORATE COMMUNICATIONS:
Michel Gerber Christine Menz
41-1-386-2314 41-1-386-2495
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EXHIBIT NO. 99.2: 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 September 16, 1999,
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.
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