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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): April 20, 2000
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
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The information set forth in the press release issued by Alcan
Aluminium Limited and in the Termination Agreement of the New French
Exchange Offer Agreement dated April 12, 2000, attached hereto as
Exhibits 99.1 and 99.2, is incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Statements and Exhibits
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(c) Exhibits
99.1 Press release of Alcan Aluminium Limited, dated April 13, 2000.
99.2 Termination Agreement of the New French Exchange Offer Agreement
dated April 12, 2000.
99.3 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: April 20, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
(99.1) Press release of Alcan Aluminium Limited dated April 13, 2000.
(99.2) Termination Agreement of the New French Exchange Offer Agreement dated
April 12, 2000.
(99.3) 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 April 13, 2000
PROPOSED ALCAN-PECHINEY-ALGROUP MERGER WILL NOT PROCEED
ALCAN-ALGROUP MERGER AGREEMENT REMAINS IN FORCE
Montreal, CANADA, Paris, FRANCE and Zurich, Switzerland -- April 13, 2000 --
Alcan Aluminium Limited (NYSE, TSE : AL), Pechiney (NYSE, Paris : PY) and
algroup (SWX : ALUN) today announce their decision not to proceed with the
previously-announced three-way merger among the companies and to terminate their
Combination Agreement insofar as Pechiney is concerned.
Since the March 14, 2000 decision to withdraw the Pechiney related merger
proposals from the European Commission review process, the parties have
investigated various restructuring alternatives in an effort to meet the
Commission's concerns with respect to a merger involving both Alcan and
Pechiney. The companies have concluded that the divestments which would
ultimately be required to meet the objections of the European Commission would
seriously undermine the strategic viability of the combined company's rolled
products business in Europe and its ability to serve its customers in that
region. With regret, the parties have determined that a three-way merger will
not be pursued.
The combination agreement between Alcan and algroup remains in effect with
respect to their two-way merger which will be completed through an exchange
offer to the algroup shareholders and is subject to remaining regulatory
approvals, as well as acceptance by the algroup shareholders. Regulatory
approval from the European Commission was obtained on March 14 and the approval
of the U.S. Department of Justice is expected shortly. The exchange offer is
subject to 67% or more of the shares of algroup being tendered.
Contacts:
<TABLE>
<S> <C>
ALCAN
Media Relations Investor Relations
Marc Osborne Alan G. Brown
(514) 848-1342 (514) 848-8368
Pechiney
Media Relations: Investor Relations:
Fabienne De Brebisson Francois-Jose Bordonado
33-1-5628-2418 33-1-5628-2507
ALGROUP
Corporate Communications: Investor Relations:
Christine Menz Michel Gerber
41-1-386-2495 41-1-386-2314
</TABLE>
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EXHIBIT NO. 99.2: TERMINATION AGREEMENT OF THE NEW FRENCH EXCHANGE OFFER
AGREEMENT DATED APRIL 12, 2000
THIS AGREEMENT IS MADE ON 12 APRIL 2000
AMONG ALCAN ALUMINIUM LIMITED, a company incorporated under the laws of
Canada ("Alcan"),
PECHINEY, a company incorporated under the laws of France, and
ALUSUISSE LONZA GROUP AG, a company incorporated under the laws of
Switzerland ("Algroup")
WHEREAS:
(A) Alcan, Pechiney and Algroup entered into a Combination Agreement on
15 September 1999 (the "Combination Agreement") to effect the combination
of their respective businesses (the "Combination") by way of two separate
and non-interconnected Share Exchange Offers made by Alcan to each of
Pechiney and Algroup.
(B) The Combination Agreement provides that a condition to be satisfied or
waived prior to the making of the French Exchange Offer (as defined in the
Combination Agreement) is that the European Commission (the "EC") shall
have adopted a decision clearing the same;
(C) Based on the Parties' understanding that the EC would not adopt such a
decision and in order to permit them to find a way forward to effect the
combination, the Parties by agreement dated 14 March 2000 terminated the
Combination Agreement in relation to Pechiney (the "Termination
Agreement");
(D) Further to the foregoing, the Parties immediately entered into a new
agreement dated 14 March 2000 for the purposes of setting out the terms on
which the French Exchange Offer could be made (the "New French Exchange
Offer Agreement");
(E) By virtue of clause 1.2 of the New French Exchange Offer Agreement, the
Parties agreed to seek to identify a form of undertakings to the EC which
were to be mutually acceptable to each of them and to the EC;
(F) It has become apparent to the Parties that, notwithstanding their efforts,
they will be unable to agree to undertakings which meet or which are likely
to meet the requirements of clause 1.2 of the New French Exchange Offer
Agreement; and
(G) The Parties have decided that the French Exchange Offer shall not be made.
NOW, THEREFORE, in consideration of the agreements herein contained, the Parties
hereto, duly authorized by their respective boards of directors, agree as
follows:
ARTICLE 1 -- TERMINATION OF OBLIGATIONS
1.1 Alcan, Pechiney and Algroup agree that, subject to clause 1.2, the New
French Exchange Offer Agreement is hereby terminated in all respects
without ongoing rights, obligations or surviving provisions (whether
included in the text of the New French Exchange Offer Agreement or
included in the New French Exchange Offer Agreement by reason of clause
1.1 thereof), and that accordingly:
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(a) all obligations of whatever nature owed by Alcan to Pechiney or by
Pechiney to Alcan relating in any way to the New French Exchange Offer
Agreement or the Combination, whether written or not and including in
particular and without limitation to the above any obligation to make,
support, facilitate or recommend the acceptance of the French Exchange
Offer, are hereby terminated with the result that neither Alcan nor
Pechiney shall have any liability to the other relating in any way to
the Combination; and
(b) all obligations of whatever nature owed by Algroup to Pechiney or by
Pechiney to Algroup relating in any way to the New French Exchange
Offer Agreement or the Combination, whether written or not, are hereby
terminated with the result that neither Algroup nor Pechiney shall
have any liability to the other relating in any way to the
Combination.
1.2 Notwithstanding the above, the Parties agree that the Confidentiality
Agreement dated 21 June 1999 (the "Confidentiality Agreement") shall
continue to apply to the Parties according to its terms. It is agreed that
information disclosed to regulatory authorities in connection with the
Combination and information contained in documents made public or intended
to be made public in connection with the Combination is not subject to the
destruction requirements of the Confidentiality Agreement. Information made
public in documents issued to date by any of the Parties in connection with
the Combination is not to be considered to be "Proprietary Information"
under the Confidentiality Agreement.
1.3 As between Alcan and Algroup only and for the avoidance of doubt, (a) the
Combination Agreement shall continue as an agreement between Alcan and
Algroup in accordance with clause 8.6.1 thereof, and (b) all obligations of
whatever nature owed by Alcan to Algroup or by Algroup to Alcan relating in
any way to the New French Exchange Offer Agreement or the Combination,
whether written or not and including in particular and without limitation
any obligation to make, support or facilitate the French Exchange Offer,
are hereby terminated with the result that neither Alcan nor Algroup shall
have any liability to the other relating in any way to the French Exchange
Offer. Accordingly, the rights and obligations of Alcan and Algroup with
respect to each other under the Combination Agreement, including in
particular and without limitation to the above with respect to the Swiss
Exchange Offer (as defined in the Combination Agreement), remain in full
force and effect.
1.4 The Parties agree that the announcement of the decision not to proceed with
the Combination will be effected by means of a press release in the form
attached hereto and further agree that they will act reasonably to
co-ordinate their other announcements and public statements in relation
thereto.
ARTICLE 2 -- GENERAL
2.1 INTERPRETATION. Except where the context otherwise requires and save as
otherwise defined or specified herein, words and expressions used in this
Agreement and which are defined in the New French Exchange Offer Agreement
shall have the same meaning in this Agreement as in the New French Exchange
Offer Agreement.
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2.2 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of England without regard to its conflict of laws
principles.
2.3 SETTLEMENT OF DISPUTES. Any dispute arising out of or in connection with
this Agreement shall be subject to the jurisdiction of the English courts,
to which each Party hereby submits for such purpose, and each will, if
necessary, appoint an agent for service of process in England.
2.4 EXPENSES. Each of the Parties shall pay its legal, financial advisory and
accounting costs and expenses incurred in connection with the preparation,
execution and delivery of the Confidentiality Agreement, the Combination
Agreement, the Termination Agreement, the New French Exchange Offer
Agreement and this Agreement and all documents and instruments executed,
prepared or filed pursuant thereto or any other costs and expenses
whatsoever and howsoever incurred.
2.5 COUNTERPARTS. This Agreement may be executed in one or more counterparts
which together shall be deemed to constitute one valid and binding
agreement and delivery of the counterparts may be effected by means of a
telecopied message.
2.6 AMENDMENTS. This Agreement may not be modified, amended altered or
supplemented except upon the execution and delivery of a written agreement
executed by all of the Parties hereto.
2.7 ENTIRE AGREEMENT. This Agreement and the documents to which it refers
constitute the entire agreement and understanding among the Parties hereto
with respect to the subject matter hereof
IN WITNESS WHEREOF, the undersigned have each executed and delivered this
agreement as of the date first above written.
ALCAN ALUMINIUM LIMITED
By /s/ Jacques Bougie
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Jacques Bougie
PECHINEY
By /s/ Jean-Pierre Rodier
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Jean-Pierre Rodier
ALUSUISSE LONZA GROUP AG
By /s/ Sergio Marchionne
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Sergio Marchionne
By /s/ P. Kalantzis
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P. Kalantzis
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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 April 13, 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.
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