Exhibit (a)(14)
This announcement is neither an offer to exchange or purchase nor a solicitation
of an offer to exchange or sell Pechiney Securities (as defined below). The
Offer (as defined below) is made solely by the Prospectus (as defined below),
the related Letter of Transmittal, the related Forms of Acceptance and any
amendments or supplements thereto, and is being made to all holders of Pechiney
Securities (other than Pechiney ADSs (as defined below)) who are located in the
United States and Canada and to all holders of Pechiney ADSs, wherever located.
This Offer is not being made to, nor will Pechiney Securities be accepted from
or on behalf of, holders of Pechiney Securities in any jurisdiction in which the
making of the Offer or the acceptance thereof would not be in compliance with
applicable law. In jurisdictions whose laws require that the Offer be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Alcan by Morgan Stanley & Co. Incorporated (the "Dealer Manager") or one or more
registered brokers or dealers licensed under the laws of the relevant
jurisdiction.
NOTICE OF OFFER TO EXCHANGE
E24.60 IN CASH AND THE NUMBER OF COMMON SHARES OF
ALCAN
EQUAL TO 22.9 DIVIDED BY THE REFERENCE VALUE (AS DEFINED BELOW)
FOR
EACH OUTSTANDING COMMON SHARE
EACH 10 OUTSTANDING BONUS ALLOCATION RIGHTS; OR
EACH 2 OUTSTANDING AMERICAN DEPOSITARY SHARES
OF
PECHINEY
AND
E83.40 IN CASH
FOR
EACH OUTSTANDING OCEANE
OF
PECHINEY
Alcan Inc., a Canadian corporation ("Alcan" or the "Offeror") is offering
to exchange for each common share of Pechiney, a French societe anonyme
("Pechiney"), nominal value of E15.25 per share (each, a "Pechiney Common
Share"), each 10 bonus allocation rights of Pechiney, each right entitling its
holder to 0.1 of a Pechiney Common Share (the "Pechiney Bonus Allocation
Rights"), or each two American depositary shares of Pechiney, each representing
one-half of one Pechiney Common Share (the "Pechiney ADSs"), in each case that
is or are validly tendered and not properly withdrawn: (i) E24.60 in cash and
(ii) the number of common shares of Alcan, without nominal or par value (the
"Alcan Common Shares"), equal to 22.9 divided by the "Reference Value," as
defined below, provided, however, that this number of Alcan Common Shares shall
in no event be less than 0.6001. Alcan is also offering to pay E83.40 in cash
for each bond issued by Pechiney that is convertible or exchangeable into new or
existing Pechiney Common Shares (obligations a option de conversion en actions
nouvelles et/ou d'echange en actions existantes) (the "Pechiney OCEANEs"), that
is validly tendered and not properly withdrawn. The Pechiney Common Shares,
Pechiney Bonus Allocation Rights, Pechiney ADSs and Pechiney OCEANEs are
referred to as the "Pechiney Securities." These offers (collectively, the
"Offer") are being made on the terms and subject to the conditions set forth in
the prospectus, dated October 24, 2003 (the "Prospectus"), in the related Letter
of Transmittal and in the related Forms of Acceptance. The "Reference Value" is
defined as the greater of (i) 27.4 and (ii) the "Average Value", which is the
arithmetic average of the volume weighted average daily trading prices of Alcan
Common Shares on the New York Stock Exchange as they appear on the Bloomberg
on-line information service (code:VWAP) (expressed in U.S. dollars and
translated into euros at each applicable day's noon buying rate) for 10 U.S.
trading days, chosen at random by a French judicial officer from among the 30
U.S. trading days between (but not including) the 36th and 5th U.S. trading day
preceding the expiration date of the Offer. No fractional Alcan Common Shares
will be issued in connection with the Offer. Alcan or an intermediary acting for
Alcan will aggregate the fractional Alcan Common Shares that would otherwise be
issued to tendering holders of Pechiney Securities and arrange for them to be
sold in the market. Each tendering holder of Pechiney Securities will receive a
pro rata portion of the net proceeds of a sale instead of any fractional Alcan
Common Shares that would otherwise have been issued to the holder.
Alcan reserves the option of substituting an equivalent amount of cash in
place of all or a portion of the Alcan Common Shares to be issued as
consideration in the Offer, valued at the Average Value. Alcan will determine
before the open of the fifth French trading day before the expiration of the
Offer the portion, if any, of the Alcan Common Shares to be substituted with
cash. The same amount of additional cash, if any, and the same number of Alcan
Common Shares will be paid for each Pechiney Common Share, each 10 Pechiney
Bonus Allocation Rights and each 2 Pechiney ADSs tendered. The number of Alcan
Common Shares to be issued for each Pechiney Common Share, each 10 Pechiney
Bonus Allocation Rights or each 2 Pechiney ADSs, after determination of the
portion of the consideration paid in cash, is called the "Offered Exchange
Ratio." Alcan will announce the Average Value and the Offered Exchange Ratio,
together with the portion of the consideration to be paid in cash, by press
release, before the open of the fifth French trading day before the expiration
date of the Offer.
If, following the conclusion of the Offer (including any subsequent
offering period), the number of Pechiney Securities tendered into the Offer and
the French Offer (as defined below), as indicated in the results of the Offer
and the French Offer published by Euronext Paris, represents more than 95% of
the capital and voting rights of Pechiney (based on the same classes of capital
listed in the numerator and the denominator of the minimum tender condition
described below), Alcan will provide the following additional consideration to
the tendering Pechiney securityholders: (i) E1 for each Pechiney Common Share
tendered in the Offer; (ii) E0.10 for each Pechiney Bonus Allocation Right
tendered in the Offer; (iii) E0.50 for each Pechiney ADS tendered in the Offer;
and (iv) E0.40 for each Pechiney OCEANE tendered in the Offer.
Holders of Pechiney stock purchase options or Pechiney stock subscription
options who wish to tender into this Offer must exercise their options, and the
Pechiney Common Shares must be credited to their accounts, prior to the
expiration date of the Offer in order to be able to participate.
The Offer is being made separately from a French offer, which is open to
all holders of Pechiney Common Shares, Pechiney Bonus Allocation Rights and
Pechiney OCEANEs who are located in France and other jurisdictions outside the
United States and Canada (to the extent permitted by law and regulations) (the
"French Offer"). Both offers are being made on the same terms and completion of
the offers is subject to the same conditions.
Alcan will pay the brokerage fees, if any, and related value added taxes
incurred by Pechiney securityholders tendering into this Offer, up to a limit of
0.3% of the value of each Pechiney security tendered, and subject to a maximum
amount of E150 per account, including all transfer taxes. Pechiney
securityholders will not be reimbursed for any brokerage fees in any event that
the Offer is withdrawn or lapses, as described below. Financial intermediaries
will be paid a fee, net of tax, of E0.50 per Pechiney Common Share and E0.05 per
Pechiney Bonus Allocation Right tendered into this Offer, with a minimum amount
of E8 per account and a maximum amount of E200 per account. This fee will not be
paid in the event that the Offer is withdrawn or lapses and will not be paid in
any event with respect to Pechiney Securities owned by such financial
intermediaries. Alcan will pay the fees charged by the ADS depositary for
Pechiney ADSs tendered into the Offer, including any fees charged by the ADS
depositary to redeposit Pechiney Common Shares underlying tendered Pechiney ADSs
that have been previously withdrawn from deposit with the ADS depositary in the
event that the Offer is not consummated. Alcan will pay all charges and expenses
of The Bank of New York, which is acting as exchange agent for the Pechiney ADSs
(the "ADR Exchange Agent"), and D. F. King & Co, Inc., which is acting as the
information agent (the "Information Agent"), incurred in connection with the
Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
NOVEMBER 24, 2003, UNLESS THE EXPIRATION DATE OF THE FRENCH OFFER PERIOD IS SET
AT A LATER DATE OR UNLESS THE OFFER IS EXTENDED OR LAPSES OR IS WITHDRAWN PRIOR
TO THAT TIME ON THE BASIS OF THE TERMS OF THE OFFERS.
The Offer is conditional upon valid acceptances, that have not been
withdrawn at the end of the offering period, in respect of Pechiney Securities
representing a majority of the total share capital and voting rights in
Pechiney, calculated on a fully diluted basis on the closing date of the offers,
being tendered in the Offer and the French Offer, on a combined basis. For the
purpose of calculating whether this threshold has been met the numerator will
include all the Pechiney Securities tendered in the Offer and the French Offer,
on a combined basis, including
all (i) Pechiney Common Shares tendered and Pechiney ADSs tendered, (ii)
Pechiney Common Shares underlying all tendered Pechiney OCEANEs (taking into
account the number of Pechiney Common Shares into which the tendered Pechiney
OCEANEs could be converted on the expiration date of the Offer), and (iii)
Pechiney Common Shares underlying all tendered Pechiney Bonus Allocation Rights.
The denominator for this calculation will be comprised of Pechiney's fully
diluted share capital, including all (i) issued and outstanding Pechiney Common
Shares and treasury stock held by Pechiney, (ii) Pechiney ADSs and (iii)
Pechiney Common Shares underlying Pechiney OCEANEs, Pechiney Bonus Allocation
Rights, and all outstanding Pechiney subscription stock options (whether or not
exercisable during the offer period). Under French law and regulations, a waiver
of the minimum tender condition is deemed an improved offer and Alcan may only
file an improved offer with the French Consei des marches financiers (the "CMF")
on or prior to the date that is five French trading days prior to the expiration
of the offer period. If this minimum tender condition is not met, the Offer and
the French Offer will lapse. Neither Alcan nor Pechiney securityholders will
know whether the minimum tender condition has been met until the results of the
Offer and the French Offer are published by the CMF following the expiration of
the tender offer period.
In accordance with French law and regulations, Alcan reserves the right to
withdraw the Offer and the French Offer (i) within five French trading days
following the date of publication by the CMF of the offer calendar for a
competing offer for Pechiney or an improved bid by a competing bidder or (ii)
with the prior approval of the CMF if, prior to the publication by the CMF of
the definitive results of the Offer and the French Offer, Pechiney adopts
definitive measures that modify Pechiney's substance ("modifiant sa
consistance") or if the offer become irrelevant ("sans objet") under French law.
If the Offer lapses because the condition precedent is not met, Alcan
reserves the right to commence a new offer, or not to commence a new offer, in
its discretion. If the Offer is withdrawn or lapses, the Pechiney Securities
tendered in the Offer will be returned to tendering holders of Pechiney
Securities, without interest or any other payment being due, within one to two
French trading days following the announcement of the lapse or withdrawal.
THE BOARD OF DIRECTORS OF PECHINEY HAS REVIEWED THE TERMS OF THE OFFERS
AND DETERMINED THAT THE OFFERS "CONSTITUTED THE BEST VALUE ALTERNATIVE AVAILABLE
TO PECHINEY SHAREHOLDERS", AND "DETERMINED TO RECOMMEND TO PECHINEY SHAREHOLDERS
TO ACCEPT ALCAN'S NEW OFFER, WHICH IT VIEWS AS BEING IN THE BEST INTEREST OF THE
COMPANY'S SHAREHOLDERS, EMPLOYEES AND CUSTOMERS."
The tender period for the Offer has been established on the basis of the
French Offer's tender period, which is determined by the CMF. The CMF solely
determines whether or not to extend that offer period. Alcan may not itself
extend the offer period. The CMF is expected to publish the definitive results
of the Offer and the French Offer no later than nine French trading days
following the expiration date of the offer period; however, upon its
determination that the minimum tender condition for the Offer and the French
Offer has been satisfied, the CMF will publish provisional results prior to its
publication of the definitive results. The CMF may decide to extend the initial
French Offer period under certain circumstances, related to, among other things,
the success of the Offer and the French Offer or the initiation of a competing
offer, and it may permit Alcan to open a subsequent offer period. The expiration
date of the Offer will be aligned with the expiration date of the French Offer
as established by the CMF. Any such extension of, or subsequent offer period
for, the French Offer would trigger a corresponding extension of, or subsequent
offer period for, the Offer. Alcan will issue a press release publicizing the
CMF's decision on the day of such CMF decision, announcing the effects of that
decision on the Offer and advising the then-remaining Pechiney securityholders
subject to the Offer that they can tender their Pechiney Securities during the
extended or subsequent offering period. Alcan has agreed that, if it acquires,
through the Offer and the French Offer, between two-thirds and 95% of Pechiney's
total share capital and voting rights (on a fully diluted basis), Alcan will
provide a subsequent offering period of at least ten French trading days by
issuing a press release publicizing this decision within ten French trading days
following the publication of the definitive results of the Offer and the French
Offer. The CMF would then set and publish the calendar for such a subsequent
offering period, which would ordinarily begin within a few days following the
publication by the CMF of the subsequent offer calendar. In any such subsequent
offering period Alcan will offer the same consideration being offered during
this initial offering period.
Pechiney ADS certificates may be tendered pursuant to the Offer by
delivering prior to the expiration date the following materials to the ADR
Exchange Agent at one of its addresses set forth on the back cover of the
Prospectus: (1) Pechiney ADS certificates, (2) a properly completed and duly
executed Letter of Transmittal, or a facsimile copy with an original manual
signature, with any required signature guarantees, and (3) any other documents
required by the Letter of Transmittal. Pechiney ADSs held in book-entry form may
be tendered pursuant to the Offer by taking the following actions prior to the
expiration date: (1) book-entry transfer of the Pechiney ADSs into the ADR
exchange agent's account at the Depository Trust Company ("DTC"), (2) delivery
to the ADR exchange agent at one of its addresses set forth on the back cover of
the Prospectus of a properly completed and duly executed letter of transmittal,
or a facsimile copy with an original manual signature, with any required
signature guarantees, or an agent's message (as defined in the Prospectus), and
(3) delivery to the ADR exchange agent at one of its addresses set forth on the
back cover of the Prospectus of any other documents required by the Letter of
Transmittal. Pechiney Common Shares, Pechiney Bonus Allocation Rights or
Pechiney OCEANEs held through a French financial intermediary may be tendered
pursuant to the Offer only by completing the relevant Form of Acceptance and
other transmittal materials sent by the French financial intermediary and
pursuant to the instructions for participating in the Offer. Pechiney Common
Shares, Pechiney Bonus Allocation Rights or Pechiney OCEANEs held through a U.S.
custodian may be tendered pursuant to the Offer only by completing the relevant
Form of Acceptance and other transmittal materials sent by the U.S. custodian
pursuant to instructions for participating in the Offer. Pechiney Common Shares,
Pechiney Bonus Allocation Rights or Pechiney OCEANEs may not be tendered by
completing the Letter of Transmittal. In addition, tendering Holders of Pechiney
Common Shares held in pure registered form will not be able to tender the
Pechiney Common Shares pursuant to the Offer unless the Pechiney Common Shares
are first converted to administered registered form as described in the
Prospectus. All questions as to the validity, form and eligibility for exchange
of any tendered Pechiney Securities will be determined by Alcan, in its
discretion, and its determination will be final and binding on the holders of
the Pechiney Securities.
Tenders of Pechiney Securities made pursuant to the Offer are irrevocable,
except that Pechiney Securities tendered pursuant to the Offer may be withdrawn
at any time prior to and including the expiration date. For a withdrawal to be
effective, the French financial intermediary, the U.S. custodian or the ADR
exchange agent, as applicable, must receive a timely written or facsimile
transmission notice of withdrawal. Any such notice must specify the name of the
person who tendered the Pechiney Securities being withdrawn, the number of
Pechiney Securities being withdrawn and the name of the registered holder if
different from that of the person who tendered such Pechiney Securities. If
certificates evidencing Pechiney ADSs being withdrawn have been delivered or
otherwise identified to the ADR exchange agent, then, prior to the physical
release of such certificates, (1) the ADR exchange agent also must receive the
name of the registered holder and the serial numbers of the particular
certificate evidencing the Pechiney ADSs and (2) the signature(s) on the notice
of withdrawal must be guaranteed by an eligible institution unless such Pechiney
ADSs have been tendered for the account of an eligible institution. If Pechiney
Securities have been tendered pursuant to the procedure for book-entry transfer,
any notice of withdrawal must specify the name and number of the account at DTC
to be credited with the withdrawal of Pechiney ADSs. If tendered Pechiney Common
Shares, Pechiney Bonus Allocation Rights or Pechiney OCEANEs are being
withdrawn, the notice of withdrawal must specify the name and number of the
Euroclear France account to be credited with the withdrawn Pechiney Securities.
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by Alcan, in its sole discretion, and
its determination will be final and binding on the holders of the Pechiney
Securities.
If the Offer and the French Offer are successful, Alcan Common Shares and
cash will be delivered to tendering holders of Pechiney Securities following the
publication by the CMF of the final results of the Offer and the French Offer.
Settlement is currently expected to take place approximately 12 to 18 French
trading days following the expiration date of the Offer and the French Offer.
Similarly, in the event of a subsequent offering period, if any, settlement is
expected to occur within 12 to 18 French trading days following the expiration
of that subsequent offer period. With respect to tendered Pechiney ADSs only,
the cash consideration payable in the Offer will be paid in U.S. dollars
calculated by converting the applicable amount in euros into U.S. dollars using
a current spot exchange rate. Alcan Common Shares to be evidenced by
certificates registered in the name of the tendering holder may not be delivered
until approximately two weeks after the settlement date.
The information required to be disclosed by Rule 14d-6(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934 is
contained in the Prospectus and is incorporated herein by reference. In
connection with the Offer, Pechiney has provided Alcan with the names and
addresses of all record holders of Pechiney Securities and security position
listings of Pechiney ADSs held in stock depositories. The Prospectus, the
related Letter of Transmittal, the related Forms of Acceptance and other related
materials will be mailed to registered holders of Pechiney ADSs and to
registered holders of Pechiney Securities other than Pechiney ADSs in the United
States and Canada and will be furnished to brokers, dealers, commercial banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Pechiney Securities.
THE PROSPECTUS, THE RELATED LETTER OF TRANSMITTAL AND THE RELATED FORMS OF
ACCEPTANCE CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
Any questions or requests for assistance or for additional copies of the
Prospectus, the related Letter of Transmittal, the related Forms of Acceptance
and other related tender offer materials may be directed to the Information
Agent at its address and telephone number set forth below, and copies will be
furnished promptly at Alcan's expense.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
EUROPE
NORTH AMERICA No. 2 London Wall Buildings
48 Wall Street London Wall, London EC2M 5PP
New York, NY 10005 Toll Free, France: 0 800 90 2614
Toll Free: 1(800)488-8035 Toll Free, U.K.: 0 800 389 7892
Banks and Brokers:1(212)269-5550 Call Collect: +(44) 20 7920 9700
The Dealer Manager for the Offer is:
[Morgan Stanley logo]
Morgan Stanley & Co. Incorporated
1585 Broadway, New York, New York 10036
Call: (212) 761-7018
October 27, 2003