Alcoa Inc. announced July 6 that it has received a request for additional information from the Antitrust Division of the U.S. Department of Justice (DOJ) regarding its outstanding offer for Alcan Inc. The information request was issued under the notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The effect of the second request is to extend the waiting period imposed by the HSR act until 30 days after Alcoa has substantially complied with the second request, unless that period is extended voluntarily by Alcoa or terminated sooner by the DOJ. Alcoa will continue cooperating with the DOJ's review, and will comply with the second request as soon as possible.
Alain J.P. Belda, Alcoa's chairman and chief executive officer, said, “This request for additional information from the DOJ is a normal and expected part of the regulatory process. As we have said before, we have a well-developed, detailed roadmap to resolve regulatory issues through targeted divestitures in the appropriate industry segments. We remain confident that the transaction will be approved in each relevant jurisdiction.
“We continue to believe that a combination of Alcoa and Alcan makes strong strategic sense. Given the changing dynamics of our industry over the past decade and the growth of increasingly formidable competitors around the world, a combination of Alcoa and Alcan will be well-positioned to compete in the global aluminum market.”
On May 7, Alcoa announced an offer to acquire all of the outstanding common shares of Alcan for US$58.60 in cash and 0.4108 of a share of Alcoa common stock for each outstanding common share of Alcan. When announced, Alcoa’s offer represented a 20 percent premium to Alcan’s previous closing price, its all-time high closing price at the time. The complete terms, conditions and other details of the offer are set forth in the offering documents filed with the U.S. Securities and Exchange Commission and with Canadian securities regulatory authorities on May 7, as amended.
The offer and withdrawal rights are scheduled to expire at 5 p.m. Eastern Daylight Saving Time on July 10, subject to extension. The offer is subject to a number of customary conditions, including there having been tendered in the offer at least 66.667 percent of Alcan’s common shares on a fully diluted basis, receipt of all applicable regulatory approvals, and the absence of material adverse effects.
Alcoa is targeting completion of the transaction by the end of 2007.
