Pechiney Press Release.Business Editors MONTREAL Montreal (mŏn'trēôl`), Fr. Montréal (môNrāäl`), city (1991 pop. 1,017,666), S Que., Canada, on Montreal island, surrounded by St. Lawrence River and Rivière des Prairies. & PARIS--(BUSINESS WIRE)--Sept. 18, 2003 At the request of the French Commission des operations de bourse bourse (b rs), term applied to a European stock exchange. The first international bourse was established in Antwerp in the 16th cent. , Alcan has issued a press release in order to provide additional information with respect to its offer to the shareholders of Pechiney Pechiney SA was a major aluminum conglomerate based in France until it was acquired in 2003 by the Alcan corporation headquartered in Canada.Prior to its acquisition, Pechiney grew to be the world's 4th largest producer and developer of aluminum products, employing 34,000 . As expected by the French Commission des operations de bourse, Pechiney hereby draws the attention of its shareholders to the contents of Alcan's press release, which are as set forth below (the following is a translation into English by Pechiney of Alcan's press release, which was issued in French only; this translation is therefore for convenience only). Alcan Inc. (NYSE NYSE See: New York Stock Exchange , TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension : AL) At the request of the Commission des operations de bourse, Alcan wishes, by way of certain examples, to clarify the terms of the proposed tender offer filed with the Conseil des marches financiers and the Commission des operations de bourse on September 15, 2003. As indicated in the press releases issued by Alcan and Pechiney on September 12, 2003, Pechiney's board of directors has recommended Alcan's proposed offer. As also indicated in the press release issued on September 15, 2003, Alcan will deliver (in addition to any Additional Consideration that may be paid), for each 1 Pechiney Common Share or each 10 Pechiney Bonus Allocation The apportionment or designation of an item for a specific purpose or to a particular place. In the law of trusts, the allocation of cash dividends earned by a stock that makes up the principal of a trust for a beneficiary usually means that the dividends will be treated as Rights, EUR EUR In currencies, this is the abbreviation for the Euro. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 24.60 in cash and the number of Alcan Common Shares equal to (a) 22.9 divided by (b) the "Reference Value", defined as the greater of (i) 27.4 and (ii) the "Average Value" as defined below. Alcan reserves the right to substitute an equivalent amount of cash in place of all or a portion of the Alcan Common Shares to be delivered, valued at the Reference Value (The fraction of an Alcan Common Share to be delivered for each 1 Pechiney Common Share or each 10 Pechiney Bonus Allocation Rights, and/or any cash equivalent to be delivered, is hereinafter here·in·af·ter adv. In a following part of this document, statement, or book. hereinafter Adverb Formal or law from this point on in this document, matter, or case Adv. 1. referred to as the "Offered Security Component".) The "Average Value" will be equal to the average of the average daily trading prices Trading price The price at which a security is currently selling. of Alcan Common Shares on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. (the "NYSE"), after volume weighting and translation into Euros, over 10 stock exchange trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. chosen at random by a French huissier de justice In France, Luxembourg, the French Community of Belgium and Québec a huissier de justice or in the Netherlands and the Flemish Community a (gerechts)deurwaarder (judicial officer) from among the 30 stock exchange trading days that fall between the 36th and the 5th stock exchange trading day (exclusive) preceding the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. of the Offer. The method of calculating such Average Value is described in the press release of September 15. If, as a result of variations in the trading price of the Alcan Common Shares and in the U.S. dollar/Euro exchange rate, the Reference Value is less than EUR 27.40 (i.e., the trading price of the Alcan Common Shares on July 3, 2003 before filing of the initial offer, as compared with the trading price of the Alcan Common Shares of EUR 31.30 on September 11, 2003 before the announcement of the Offer), then the Offered Security Component will be less than EUR 22.90 and the value of the Offer to shareholders of Pechiney will be less than EUR 47.50. For purposes of simplicity, the two examples below assume that Alcan will not deliver any cash in place of all or a portion of the shares to be delivered in the Offered Security Component. -- If the Average Value of the Alcan Common Shares is equal to EUR 35.00 (i.e., 11.8% above the Alcan trading price on September 11, 2003, as translated into Euros), then the Reference Value will also be equal to EUR 35.00 and Pechiney shareholders will receive, for each 1 Pechiney Common Share tendered in the Offer, the sum of EUR 24.60 in cash plus an Offered Security Component of 0.6543 of an Alcan Common Share (being 22.9 divided by 35.0, rounded to the nearest four decimal places decimal place n. The position of a digit to the right of a decimal point, usually identified by successive ascending ordinal numbers with the digit immediately to the right of the decimal point being first: ). Since the Alcan Common Shares are valued at the Average Value (i.e., EUR 35.00), the theoretical value of the Offer to Pechiney shareholders will be EUR 47.50 (plus, if applicable, EUR 1.00 of Additional Consideration). Accordingly, since the Alcan Common Shares are valued at the Average Value, the theoretical value of the Offer to Pechiney shareholders is equal to a maximum of EUR 47.50 (plus, if applicable, EUR 1.00 of Additional Consideration). -- If the Average Value of the Alcan Common Shares is equal to EUR 25.00 (i.e., 20.1% below the Alcan trading price on September 11, 2003, as translated into Euros), then the Reference Value will be equal to EUR 27.40 and Pechiney shareholders will receive, for each 1 Pechiney Common Share tendered in the Offer, the sum of EUR 24.60 in cash plus 0.8358 of an Alcan Common Share (being 22.9 divided by 27.4, rounded to the nearest four decimal places). Since the Alcan Common Shares are valued at the Average Value (EUR 25.00), the theoretical value of the Offer to Pechiney shareholders will be EUR 45.50 (plus, if applicable, EUR 1.00 of Additional Consideration). Accordingly, if the Alcan Common Shares are valued at the Average Value, an increase in the Average Value will not cause the theoretical value of the Offer to Pechiney shareholders to be greater than EUR 47.50 (plus, if applicable, EUR 1.00 of Additional Consideration). However, the theoretical value of the Offer will decrease, as a result of changes in the Average Value, to the extent that the Average Value is less than EUR 27.40. Since the Offered Security Component depends on variations in both the trading price of the Alcan Common Shares and the U.S. dollar/Euro exchange rate, it is likely that at the actual date of delivery of the securities, the Offered Security Component will not be exactly equal to EUR 22.90 for each 1 Pechiney Common Share, each 10 Pechiney Bonus Allocation Rights or each 2 Pechiney ADSs, even if the Average Value is equal to or greater than EUR 27.40. Accordingly, it is likely that the total of the cash consideration of EUR 24.60 plus the amount of the Offered Security Component at the actual date of delivery of the securities will not be exactly equal to EUR 47.50 (plus, if applicable, EUR 1.00 of Additional Consideration). This is illustrated by the following example: -- If the Average Value of the Alcan Common Shares is equal to EUR 35.00, then the Reference Value will also be equal to EUR 35.00 and Pechiney shareholders will receive, for each 1 Pechiney Common Share tendered in the Offer, the sum of EUR 24.60 in cash plus an Offered Security Component of 0.6543 of an Alcan Common Share. Between the date of determination of the Average Value (and therefore of the Offered Exchange Ratio) and the actual date of delivery of the securities, the trading price of the Alcan Common Shares (as translated into Euros) may vary, both as a result of normal changes in the trading price of the Alcan Common Shares on the NYSE and as a result of variations in the U.S. dollar/ratio exchange rate. If, at the actual date of delivery of the securities, the trading price of the Alcan Common Shares (as translated into Euros) is only EUR 34.00 (as opposed to an Average Value of EUR 35.00), the actual value of the Offer to Pechiney shareholders will be EUR 46.80. If, on the other hand, the trading price of the Alcan Common Shares (as translated into Euros) at the actual date of delivery of the securities is EUR 36.00 (as opposed to an Average Value of EUR 35.00), the actual value of the Offer to Pechiney shareholders will be EUR 48.20. These two examples exclude any potential Additional Consideration of EUR 1.00. In connection with the Offered Security Component, Alcan has reserved the right to substitute an equivalent amount of cash in place of all or a portion of the Alcan Common Shares to be delivered, valued at the Reference Value. Alcan will, at the latest by the third stock exchange trading day prior to the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the Offer, indicate any such portion of the shares that will be substituted by a payment in cash. The following example illustrates this possibility (excluding any potential Additional Consideration of EUR 1.00): -- If the Average Value of the Alcan Common Shares is equal to EUR 35.00, then the Reference Value will also be equal to EUR 35.00 and Pechiney shareholders would have received, for each 1 Pechiney Common Share tendered in the Offer (in the absence of any cash substitution Substitution Arsinoë put her own son in place of Orestes; her son was killed and Orestes was saved. [Gk. Myth.: Zimmerman, 32] Barabbas robber freed in Christ’s stead. [N.T.: Matthew 27:15–18; Swed. Lit. ), the sum of EUR 24.60 in cash plus an Offered Security Component of 0.6543 of an Alcan Common Share. If, for example, Alcan decides to substitute a cash amount of EUR 3.00 in place of a portion of the Alcan Common Shares to be delivered, Pechiney shareholders will receive the sum of EUR 27.60 in cash (EUR 24.60 plus EUR 3.00) and 0.5686 of an Alcan Common Share (being the difference between 22.9 and 3.0, i.e. 19.9, divided by the Reference Value which, in this example, is EUR 35.00) instead of 0.6543 of an Alcan Common Share. It should be noted that in this example, the theoretical value of the Offer after accounting for the cash substitution, based on the Average Value, remains EUR 47.50. If the entire Offered Security Component is delivered in cash, the theoretical value of the Offer will remain EUR 47.50. Pursuant to article 7 of the COB Rule book no. 2002-04, this press release was disclosed to the Commission des operations de bourse before its release. Pursuant to article 7 of the COB Rule book no. 2002-04, this press release was disclosed to the Commission des operations de bourse before its release. PECHINEY is an international group listed on the Paris and New York stock exchanges. Its three core businesses are primary aluminum, aluminium conversion and packaging. Pechiney achieved sales of EUR11.9 billion in 2002. It employs 34,000 employees. Certain statements in this press release that describe Pechiney's intentions, expectations or projections may constitute forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Pechiney's actual results, performance or achievement to be materially different from its intentions, expectations or projections. The forward-looking statements in this press release speak only as of its date and Pechiney undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or after the date hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" or to reflect the occurrence of unanticipated events. (REUTERS Reuters British cooperative news agency. Founded in 1851 by Paul Julius Reuter, it was initially concerned with commercial news but began to serve a growing newspaper clientele after the London Morning Advertiser subscribed in 1858. :PECH
The Pech .PA) (BLOOMBERG Bloomberg A major global provider of 24-hour financial news and information including real-time and historic price data, financials data, trading news and analyst coverage, as well as general news and sports. :PCHO PCHO Personal Computers Home Office (retail department) ) (SICOVAM SICOVAM Société Interprofessionelle pour la Compensation des Valeurs Mobilières :13290) (TICKER ticker An automated quotation system on which security transactions are reported after they occur on an exchange floor. Even though the newer systems are electronic and no longer actually tick, the name of the old mechanical device has stuck. :PY) (Isin:FR0000132904) |
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