Alcan’s Board Recommends Shareholders Reject Alcoa’s Acquisition Offer
MONTREAL, Canada—Alcan Inc. announced that its board of directors unanimously recommends shareholders reject Alcoa Inc.’s unsolicited offer to acquire Alcan. The board determined that the offer is inadequate in multiple respects and is contrary to the best interests of Alcan’s shareholders. Accordingly, the board recommends that Alcan shareholders not tender any of their shares to Alcoa.
Yves Fortier, chairman of Alcan’s board of directors, stated, “Alcan’s board of directors has thoroughly evaluated Alcoa’s offer and concluded that it fails to meet the best interests of Alcan shareholders. It does not adequately reflect the value of Alcan’s extremely attractive assets, strategic capabilities and growth prospects, does not offer an appropriate premium for control of Alcan, and is highly conditional and uncertain. Furthermore, it is clear to us that Alcan and Alcoa have fundamentally different approaches and track records in creating shareholder value. We are convinced that the proposed Alcoa-led acquisition of Alcan is not the right choice for our shareholders.”
Fortier added, “We remain committed, as always, to acting in the best interests of our shareholders. Alcan has a proven record of sustainable value creation and responsible corporate citizenship. It also has a clear strategy and plan for future value creation. Given the rapidly evolving industry environment, we are continuously evaluating all options in the interest of shareholder value.”
Dick Evans, Alcan’s president and CEO, commented, “With world-leading assets and technology, an excellent operating record, strong projected cash flows and an exceptionally attractive pipeline of growth opportunities, there are many options available to Alcan to create value for its shareholders.
“Despite two years of approaches by Alcoa, at no time was Alcan presented a compelling proposal - either in terms of economics, structure or conditionality - that was in the best interests of our shareholders. Alcan remained disciplined throughout these discussions, insisting on basic safeguards for our shareholders before engaging in substantive negotiations. Alcoa’s consistent refusal to agree to standard and reasonable confidentiality and standstill agreements effectively terminated the talks. Alcan’s superior performance from both an operating and a share price perspective during this period validates the disciplined process we followed.”