Alcan, Pechiney and algroup Announce Proposed Merger
11 August 1999
Alcan, Pechiney and algroup Announce Proposed Merger to Form World's Largest Aluminium Company and Global Leader in Both Flexible and Specialty PackagingThree-Way Agreement Reached -- Merger of three companies with combined 1998 sales and operating revenues of $21.6 billion. -- The combined equity capitalization of the merging companies was approximately $19 billion as of market close yesterday. -- World's largest aluminium company with combined 1998 aluminium and trading revenues of $17.4 billion. -- Most sustainable low-cost position in primary aluminium with complementary aluminium fabrication systems in all major global end uses, serving customers in industries such as aerospace, transport, automotive and beverage can. -- The global leader in both flexible and specialty packaging with combined 1998 packaging revenues of $4.2 billion. -- $600 million in estimated annual cost synergies to be substantially achieved within two years, above and beyond profit improvement initiatives already underway at each of the companies. -- This three-way merger will be accomplished through two independent exchange offers which the parties have agreed will be initiated by Alcan. The exchange ratios to be offered have been set at 1.7816 Alcan shares for each Pechiney A share and 20.6291 Alcan shares for each algroup share. In addition, Pechiney intends to pay a special dividend to its shareholders at the time of, and conditional upon, completion of the Alcan offer for the Pechiney shares. This special dividend, together with Pechiney's annual dividend including the payment by the company of the "precompte" tax, will represent to its shareholders a gross amount of approximately $550 million aggregate or $6.77 per share. -- On completion of the three-way merger with the two offers being fully accepted, the new combined company will be held 44 % by Alcan shareholders, 29 % by Pechiney shareholders and 27 % by algroup shareholders. -- algroup will demerge its specialty chemicals and energy businesses to shareholders prior to the merger being effected, and the demerged company will be debt free with $280 million in cash. Of this $280 million, approximately $170 million represents a special payment incident to the three-way merger, conditional upon completion of the three way merger. -- The new group will be led by Mr. Jacques Bougie as Chief Executive Officer and Mr. Jean-Pierre Rodier as President and Chief Operating Officer. -- A Canadian corporation with legal headquarters in Montreal and regional headquarters in Europe. Office of the CEO will be in New York City. -- Targeted time frame of approximately six months for completion. MONTREAL, PARIS and ZURICH, Switzerland, Aug. 11 -- Alcan (Toronto: AL), Pechiney (PARIS: PY) and algroup (SWX: ALUN), today jointly announced that they have reached agreement on the principal terms of a proposed merger of the three companies. This three-way merger will create the world's largest aluminium company and the global leader in both flexible and specialty packaging. The combined company, which will temporarily be referred to as Alcan-Pechiney-algroup (A.P.A.), will be a Canadian corporation. Its legal headquarters will be in Montreal with regional headquarters in Europe. The office of the CEO will be in New York City. A.P.A. employs approximately 91,000 people in 59 countries around the world to serve increasingly global as well as regional customers. On a combined basis, excluding American National Can , recently divested by Pechiney, and algroup's chemicals business, to be demerged, A.P.A had total combined 1998 sales and operating revenues of approximately $21.6 billion, pre-interest and tax profits of $1.5 billion and total capital employed of $14.0 billion. A.P.A. will be listed on the New York, Toronto, Paris, Zurich and London Stock Exchanges. Alcan is a member of the Standard & Poor's 500 index. The three-way merger will be accomplished through two independent exchange offers, which the parties have agreed will be initiated by Alcan subject to approval of the new share issuance by Alcan's shareholders. Pechiney shareholders will be entitled to receive 1.7816 Alcan ordinary shares for each Pechiney A share, 1.9598 for each preferred share and 0.8908 for each American Depository Receipt. Algroup shareholders will be entitled to receive 20.6291 Alcan ordinary shares for each algroup registered share. Subject to the approval of the shareholders meeting, Pechiney will pay a special dividend to its shareholders at the time of, and conditional upon, completion of the offer for the Pechiney shares. This special dividend, together with Pechiney's usual annual dividend including the payment by the company of the "precompte" tax, will represent a gross amount of approximately US$550 million aggregate or US$6.77 per share. On completion of the three-way merger and assuming full acceptance of the exchange offers, Alcan shareholders will hold approximately 44%, Pechiney shareholders will hold approximately 29%, and algroup shareholders will hold approximately 27%, on a fully diluted basis, of the share capital of A.P.A. The parties intend that the exchange offers for the shares of Pechiney and algroup be launched and completed within approximately six months, subject to regulatory requirements, approval of the new share issuance by Alcan's shareholders and other customary conditions. Separately, algroup today announced that it is demerging 100% of its chemicals and energy businesses to existing shareholders in a tax-free transaction, and the de-merged company will be debt free with approximately $280 million in cash. Of this $280 million, approximately $170 million represents a special payment incident to the three-way merger, conditional upon completion of the three-way merger. This demerger will be effected in advance of the completion of the exchange offer for the shares of algroup. The chemicals business represented approximately 21 % of algroup's 1998 revenues. As previously announced, Pechiney recently sold 54.5 % of its beverage can business (American National Can) through an initial public offering. The remaining 45.5 % stake is expected to be divested by A.P.A. in due course. Jacques Bougie, President and CEO of Alcan, said: "This industry redefining combination will create great value for the shareholders of all three companies. It will establish the new world leader in aluminium, with complementary operations and technologies, a sustainable superior low-cost position in primary aluminium, superior aluminium fabricating positions globally, and superior positioning for future low-cost growth and expansion. It will also create the world's leading flexible and specialty packaging business. The consolidation of the three companies will permit us to realize more than $600 million in potential annual synergies, over and above existing profit improvement programmes already underway at all three companies." Added Jean-Pierre Rodier, Chairman and CEO of Pechiney: "This is a bold and logical step in two consolidating industries. It creates an exciting new vehicle for our shareholders and allows Pechiney to develop its primary aluminium business beyond its existing base and to optimize its overall fabricating position. The new company will also benefit by having balanced revenues from Europe and North America. Additionally, combining Pechiney and algroup's highly complementary packaging businesses creates the global leader in flexible and specialty packaging with a strong financial base and leading positions in attractive growth business areas including pharmaceuticals, food and cosmetics." Said Sergio Marchionne, CEO of algroup: "This is an exceptional opportunity for our shareholders who will have the opportunity to participate in the upside of a new global powerhouse in both aluminium and packaging. In addition to realizing significant synergies, the merger will optimize A.P.A's use of capital and is expected to achieve significantly improved returns on invested capital." A Bold Step That Redefines Two Global Industries With complementary operations and leading technologies in primary metals and aluminium fabrication, A.P.A. will be the world's largest aluminium company, with combined pro forma 1998 aluminium and trading segment revenues of $17.4 billion. The company will have a unique strategic position in the global marketplace. Primary Aluminium A.P.A. will be the world's largest low-cost primary producer: -- 11 bauxite mines and 10 alumina refineries -- 27 smelters on 6 continents -- Control of 3.3 million tonnes of global smelting capacity (including under construction) -- 2 million tonnes of smelting capacity in lowest third of cost curve (including under construction) Fabricated Aluminium A.P.A. will also be the world's largest aluminium rolling company: -- 45 Sheet/Light gauge facilities on 4 continents; 2,733 kt shipments in 1998 -- 24 other fabrication facilities: 435 kt other fabricated product shipments in 1998 -- Leading supplier to key industries such as aerospace, automotive, other transport, and beverage can -- World class facilities in each of the world's major market regions (North America, Europe, Asia and South America) The merger will enable A.P.A. to pool technological expertise, customer knowledge and know-how in rolled products, thereby better serving customers. In the automotive industry, where the use of aluminium is fastest growing, the combined company will be a world leader in serving customers in both North America and Europe. In aerospace, A.P.A. will also be a leading player with strong customer relationships worldwide. In can sheet, which is the largest application for aluminium sheet, A.P.A. will be a significant industry leader. Aluminium Technology A.P.A. will set the global standard in R&D and new product development, with leadership positions in several key areas including: -- Alumina refining -- Smelting cell technology -- Aluminium rolling -- Automotive applications -- Continuous strip caster technologies Flexible and Specialty Packaging The merger also creates a significant world leader in both flexible and specialty packaging with combined 1998 sales of $4.2 billion. By bringing together two best-in-class packaging companies, A.P.A. will have leading positions in each of its chosen business areas. Key operating metrics of the combined packaging business are as follows: -- #1 supplier to pharmaceutical customers -- #1 supplier to personal care customers -- #1 supplier to food flexibles customers -- #1 supplier to cosmetics customers -- #2 supplier to tobacco packaging customers -- Geographically balanced with approximately half of combined revenues coming from each of Europe and North America -- 159 facilities globally The combined packaging business will provide A.P.A. with significant earnings power and a platform from which the combined company can aggressively pursue opportunities. Compelling for Customers Customers of the aluminium and specialty packaging industries are themselves consolidating while also becoming increasingly global in terms of the scope of their operations. These larger, more global customers, as well as regional customers, are seeking full service suppliers with the scale to meet their needs. Aluminium customers will benefit from working with a company that has a sustainable low-cost position, superior R&D and technological capabilities, and the capacity and reach to address aluminium fabrication needs in any region. Packaging customers will benefit from A.P.A.'s position as the leading supplier in virtually all of its chosen areas of business. As the most global aluminium and specialty packaging company, A.P.A. will be positioned to work with customers anywhere in the world to address their needs with existing products and the development of new technologies and applications. Compelling for Shareholders The managements of all three companies are committed to this three-way merger and to quickly capturing the additional potential value it creates for their shareholders. It is expected that the combination will realise over $600 million in annual cost savings that will be substantially achieved within 24 months of closing. The main sources of the synergies are from a reduction of selling, general and administrative expenses (SG&A), purchasing and optimizing R&D efforts as well as plant operations. Roughly 80 % will be generated from the aluminium operations with the remainder derived from packaging. -- SG&A and Purchasing -- Savings potential in combining various corporate and head office functions, trading, sales, distribution and staff support. Substantial purchasing synergies. -- Operations and R&D -- Savings through optimization of production and reloading of facilities, extension of production runs and improvement of customer lead-time. Combining research facilities, technical services and IT functions. The preliminary estimates of the synergies include the possible reduction of approximately 5 % of the combined global workforce. The one-time cash cost of achieving these synergies will be approximately $600 million. The published accounts of A.P.A. will be prepared in US Dollars in accordance with Canadian Generally Accepted Accounting Principles (GAAP) and with US GAAP reconciliation. A.P.A. expects to account for the merger, assuming completion, using the pooling of interests method under Canadian GAAP. A.P.A. will use EVA(TM) as a key measure of performance and value creation for shareholders. Combined Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) for A.P.A. for 1998 at an average aluminium metal price of $1,380 per tonne on the London Metals Exchange (LME), and excluding businesses that have since been disposed, on a pro-forma basis, totaled $2.5 billion. With expected annual synergies of $600 million pre-tax, in addition to the earnings improvement programmes in place at each of the companies, the objective of A.P.A. is to achieve EBITDA by the year 2002 of $4.2 billion at a metal price of $1380 per tonne. This represents a pre-tax improvement of approximately $3.40 per share on the proposed share capital of A.P.A. For every $100 per tonne change in the metal price, A.P.A. would have a $330 million pre-tax impact on profits. Clear Management Leadership and Talented Pool of Employees A.P.A. will be able to draw on a pool of global talent with approximately 91,000 employees in 59 countries. A.P.A. will be led by the Chief Executive Officer, Jacques Bougie, and the President and Chief Operating Officer, Jean-Pierre Rodier. Upon completion of the three way merger, the Board will be composed of the following twelve members drawn equally from the three companies: Alcan Nominees Pechiney Nominees algroup Nominees Mr. Jacques Bougie Mr. Etienne Davignon Mr. Martin Ebner Mr. Travis Engen Mr. Jean-Francois Dehecq Mr. Rupert Gasser Dr. John R. Evans Mr. Yves Mansion Mr. Willi Kerth Mr. Guy Saint-Pierre Mr. Jean-Pierre Rodier Mr. Sergio Marchionne Dr. Evans will be acting as non-Executive Chairman of A.P.A. In addition, the three board committees will be chaired as follows: Governance (Dr. Evans); Audit (Mr. Mansion) and Human Resources and Compensation (Mr. Marchionne). It is intended that Mr. Bougie will retire as CEO after about two years, when the successful integration of the three companies is expected to have been completed. It is intended that Mr. Rodier will then take over as CEO. This combination of complementary businesses, management experience, skilled employees and strong professional cultures will enable the employees of all three companies to be part of a more dynamic global enterprise and to benefit from significant opportunities for growth and development. Transaction Process Today's announcement has been made on the basis of a Memorandum of Understanding ("MoU") that has been entered into by three companies, having been approved by their boards. Alcan and algroup have also entered into a definitive two-way combination agreement, and it is expected that, following consultations to take place shortly with the relevant Pechiney's Workers Councils of France, the parties will enter into a definitive three-way combination agreement. The initial two-way combination agreement provides for aggregate break-up fees of $100 million with the three-way agreement expected to provide for total break-up fees of $150 million. The two offers by Alcan will be subject to the approval by its shareholders of the new shares to be issued. The launching and completion of the offers will be subject to various conditions including regulatory clearances, and each of the two offers will provide for a minimum acceptance threshold of 67 %. However, neither of the two exchange offers will be conditional upon the completion of the other. Consequently, a possible outcome is that only one of the two offers would be completed. Algroup intends to effect a tax-free demerger of 100 % of its chemicals business to existing shareholders. The demerger is required to be completed prior to the completion of the exchange offer for algroup. The parties have a target time frame of approximately six months for the completion of all aspects of the merger. Alcan was advised by Morgan Stanley Dean Witter, Pechiney was advised by Credit Suisse First Boston and Rothschild & Cie. and algroup was advised by Goldman Sachs International. The statements contained in this press release, particularly those regarding synergies, performance, costs, divestments, and growth are or may be forward-looking statements and reflect each management's current analysis and expectations, based on reasonable assumptions. Actual results may differ materially from the statements made depending on a variety of factors, including business climate, economic and competitive uncertainties, higher manufacturing costs, reduced level of customer orders, risks in developing new products and technologies, environmental and safety regulations and clean-up costs, obtaining final regulatory approvals in a timely manner and in expected form, whether or not either or both of the two exchange offers are completed and the successful integration of the operations of each of the three companies. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements are contained in the relevant securities regulatory filings and financial statements of each of the respective companies. This press release does not constitute an offering of securities, which may be made by prospectus only. Note: All dollar amounts are stated in U.S. dollars. All tonnages are stated in metric tonnes, equivalent to 2.204.6 pounds. All figures are unaudited. ANALYSTS/INVESTORS/MEDIA MEETINGS The following meetings have been scheduled for Wednesday, 11th August 1999 London: Financial Dynamics, Holborn Gate, 26 Southampton Buildings, LONDON WC2A 1PB 0930 BST European Analysts and Investor Presentation 1300 BST Press Conference for all media 1430 BST US Analysts and Investor Meeting Non-London based analysts are invited to attend this meeting should they wish to travel to London. There will be a live satellite link with analysts and investors in New York. Teleconference call facilities are available for all these meetings and details of the relevant telephone numbers can be sourced by contacting Financial Dynamics on +44 171 269 7246 ************ New York: The Pierre Hotel, 5th Avenue at 61st Street, New York 0930 EST US Analysts and Investor Meeting (Live satellite link up with London presentation plus teleconference via +1 800 837 5450; +1 212 896 6022) ************ Paris: 12 Rue de Mont Thabor, Paris 1400 ECT Media Conference Video link with London media conference ************ TELEVISION NEWS FOOTAGE: 5 minutes of television news footage supporting the release of this announcement will be made available for interested parties as follows: Technical Origin: Tele-Cine London Contact telephone: ++ 44 171 208 2231 / 2232 / 2233 European satellite playouts at: 0700-0715 GMT North American playouts at: 1000-1015 GMT & 1400-1415 GMT European signal availability Satellite: Eutelsat W2 at 16 degrees East Transponder: B1 Bandwidth: 9MHz Downlink Frequency: 11 013.67 Polarity: Horizontal Standard: MPEG2 Clear (NDS) Ch1 & Ch2 audio: MUTE Symbol rate: 5.6320 FEC: 3/4 IN THE CASE OF NORTH AMERICAN ACCESS, PLEASE QUOTE TELEGLOBE BOOKING REFS. OR PROGRAMME TITLE "UK FINANCIAL VNR" IN CASE OF DIFFICULTY. US Signal availability New York Access point: Waterfront Communications, New York Telephone: (201) 784 2852 (TRAFFIC) 212 599 1391 (MCR) Loop No.: Local cross connection to be made to loop no. 1860 Quoting Teleglobe order no's 4372 (1st feed) & 4374 (2nd feed) Standard: NTSC Ch1 & Ch2 audio: MUTE Montreal Signal availability Montreal Access point: Bell Canada, Montreal TOC Quoting Teleglobe order no's 4372 (1st feed) & 4374 (2nd feed) Standard: NTSC Ch1 & Ch2 audio: MUTE Contact Teleglobe PBC: (514) 868 7885 Toronto Signal availability Toronto Access point: Bell Canada, Toronto TOC Quoting Teleglobe order no's 4372 (1st feed) & 4374 (2nd feed) Standard: NTSC Ch1 & Ch2 audio: MUTE Contact Teleglobe PBC: (514) 868 7885 If you require video tape copy, please add your contact details, required format and any other trafficking instructions below. Please then fax this detail to: Tahira Patwa +44 (0) 171 836 6262 quoting reference UK Financial VNR 11.08.99 or email tahira.p@edgepicture.com quoting reference UK Financial VNR 11.08.99. Appendix PART I: KEY FINANCIAL FIGURES Key 1998 Figures Alcan, Pechiney and algroup (unaudited) (in millions $) Alcan Pechiney* Algroup * Combined Sales and Operating Revenues 7,800 8,600 5,200 21,600 Aluminium and Trading 7,800 6,700 2,900 17,400 Packaging -- 1,900 2,300 4,200 EBITDA 1,170 710 670 2,550 Aluminium and Trading 1,220 530 350 2,100 Packaging -- 220 320 540 Other (50) (40) -- (90) EBIT 710 420 400 1,530 Aluminium and Trading 770 360 230 1,360 Packaging -- 100 180 280 Other (60) (40) (10) (110) Capital Expenditures 880 370 350 1,600 Capital Employed 7,600 4,100 2,500 14,200 (Total Equity, Deferred Income Taxes, Minority Interest and Total Debt less Cash and equivalents.) Total Debt less Cash and equivalents 1,170 1,480** 1,250 3,900 * Adjusted for the disposition of American National Can in the case of Pechiney and the chemicals business in the case of algroup. ** Assuming payment of special dividend NOTE: Above figures are indicative only, as differences in accounting principles and policies have not been harmonized. Alcan has 222.4 million shares outstanding, Pechiney has 82.1 million A shares and 1.1 million B shares outstanding and Switzerland has 6.6 million shares outstanding (all on a fully diluted basis). A.P.A. will have 505.6 million fully diluted shares outstanding. PART II: ADDITIONAL INFORMATION Consultation of Pechiney's Workers Councils Pechiney will undertake appropriate consultation with its Workers Councils. Pechiney has today sent notice to its Workers Councils to advise of this transaction and to seek consultation meetings with their representatives. Once this consultation process has been completed, Pechiney will be able to sign a binding combination agreement with the other two parties. algroup's chemicals demerger algroup announced today that it will demerge its chemicals business into a separate company. Swiss regulatory authorities have approved this transaction as a tax-free rollover to algroup shareholders. It is intended that the new chemicals company will be listed on the Zurich exchange by the end of October. Each algroup shareholder will receive one share of this new chemicals company for each share held in algroup. Pechiney's American National Can IPO On July 28, 1999, Pechiney, through an Initial Public Offering sold 54.5 % of its holding in ANC in return for net proceeds of $484.5 million. The remaining 45.5 % is expected to be divested by A.P.A. in due course. Regulatory requirements A.P.A. plans to fulfill all regulatory filing obligations in all relevant jurisdictions. These include European Union's Merger Regulation review as well as US Hart-Scott-Rodino competition review. Company name No decision has been made regarding a new name for the combined company. This matter will be reviewed during the transaction process. Meanwhile, the company will be referred to as A.P.A. Indexation Alcan is a member of the Standard & Poor's 500 index. Independence of exchange offers The parties intend a merger of the three companies, however each of the exchange offers will be independent and not conditional on the completion of the other. Consequently, it is expected that the offers will not be completed at the same time and it is possible that one could be completed without the other. Taxation The exchange offer is expected to be a tax-free event for most shareholders of Pechiney and algroup. PART III: A.P.A. OPERATIONS The operating metrics for A.P.A. on a combined basis are as follows: Primary Aluminium -- 11 bauxite mines and 10 alumina refineries -- 27 smelters on 6 continents -- Control of 3. 3 million tonnes of global smelting capacity (including under construction) -- 2 million tonnes in lowest third of cost curve (including under construction) -- 1998 combined Revenue: $4.6 billion -- 1998 combined EBIT: $750 million Global Fabricated Aluminium -- 45 Sheet/Light gauge facilities on 4 continents; 2,733 kt shipments in 1998 -- 24 other fabrication facilities: 435 kt other fabricated products -- Leading supplier to key industries such as aerospace, automotive, other transport and beverage can -- World class facilities in each of the world's major market regions (North America, Europe, Asia and South America) -- 1998 combined Revenue: $9.3 billion -- 1998 combined EBIT: $580 million Flexible and Specialty Packaging -- #1 supplier to pharmaceutical customers -- #1 supplier to personal care customers -- #1 supplier to food flexibles customers -- #1 supplier to cosmetics customers -- #2 supplier to tobacco packaging customers -- Geographically balanced with approximately half of combined revenues coming from each of Europe and North America -- 159 facilities globally -- 1998 combined Revenue: $4.2 billion -- 1998 combined EBIT: $280 million A.P.A. Total -- 1998 combined Revenue: $21.6 billion -- 1998 combined EBIT: $1.5 billion -- Employees approximately 91,000 PART IV: DEAL HIGHLIGHTS -- A.P.A. will be the world's largest aluminium company and the global leader in both flexible and specialty packaging. -- A.P.A. will be the world's largest low-cost producer controlling 2 million tonnes of smelting capacity in the lowest third of the cost curve. -- A.P.A.'s specialty packaging segment will have leading global positions in each of its chosen business areas. -- A.P.A.'s aluminium fabrication segment will include the world's largest aluminium rolling system and make A.P.A. the only company with world class can sheet capable rolling assets in each of the world's major market regions (North America, South America, Europe, and Asia). -- A.P.A. will be well positioned to grow and serve customers in the aerospace, transport, automotive, and beverage can industries. -- A.P.A. will have global leadership in several areas of R&D and product development: Alumina refining technology Smelting Cell technology Aluminium rolling technology Automotive applications technology Continuous strip caster technology Therefore, A.P.A. will be uniquely positioned to offer customers high quality aluminium products and solutions on a global basis. -- The $600 million annual synergy estimate is over and above the earnings improvement programmes in place at each of the companies. -- The proposed merger is the largest in the history of the aluminium industry. -- The proposed merger is the largest in the history of the specialty packaging industry. PART V: COMPANIES AT A GLANCE Alcan at a Glance Headquartered in Montreal, Canada, Alcan is one of the most international aluminium companies in the world. It has operations and sales offices in more than thirty countries, and employs approximately 39,000 people. Alcan is involved in nearly every stage of the aluminium industry from mining to recycling. It has eight bauxite mines in six countries, totaling about 400 million tonnes of demonstrated bauxite reserves. Its smelter system is among the lowest cost in the world with almost 1,700 kt of annual capacity, mostly drawing on its own hydroelectric power resources. The new Alma smelter currently under construction will increase this total by over 300 kt. It is a leading producer of flat rolled products used in beverage cans, automotive and other sectors, supplied by its world class aluminium rolling mills in North America, Europe and Brazil. It also has a growing participation in the recycling industry with annual recycling capacity of 772,000 tonnes. During the past five years the company has refocused its activities on its core business of primary aluminium and world class fabrication. It has divested more than 55 businesses, using the proceeds to strengthen its balance sheet and invest in its high quality, low-cost smelting and fabrication system. During the same period, Alcan became an EVA(TM) company, requiring all its operations and investments to be value-creating for its shareholders. In 1998, Alcan's sales and operating revenues were approximately $7.8 billion contributing to a net income of $399 million. The principal markets for trading in Alcan's common shares are the New York and Toronto stock exchanges. The common shares are also traded on the Montreal, Vancouver, Chicago, Pacific, London, Paris, Brussels, Amsterdam, Frankfurt and Swiss stock exchanges. Pechiney at a Glance Pechiney is a worldwide industrial company based in France with two core businesses, aluminium (production and fabricated products) and packaging materials, in both of which it holds leading positions. It is the fourth largest producer of primary aluminium in the world and the second largest producer of technical flat products for the aerospace and transportation industries. It is also a global leader in electrolysis technique: 80 % of the world's recent smelting capacity has used Pechiney technology. Pechiney is the world's foremost packaging manufacturers. It is the world's largest producer of flexible tubes and also the world's largest manufacturer of deluxe cosmetics packaging. With Challenge, an ambitious cost saving plan, made by Pechiney since 1996, the Company reduced its costs by 15 % while ensuring planned investments in each of its businesses. Pechiney reported net sales of 9.8 billion euros ($10.9 billion) in 1998. Pechiney's shares are traded on the Paris Stock Exchange, its American Depository Receipts are traded on the New York Stock Exchange under the symbol PY. algroup at a Glance algroup's core businesses focus on aluminium, packaging and chemicals encompassing a wide reach of technologies from the mining of bauxite to the manufacture of active ingredients for some of today's most innovative pharmaceutical drugs. algroup employs some 29,500 people in Europe, the Americas, Asia and Australia. algroup is based in Zurich, its shares are traded on the SWX Swiss Exchange. The aluminium businesses of algroup reach from bauxite to finished products and are supported by strong R&D, engineering and product development resources. Its anode plant in Rotterdam is the world's biggest and supplies smelters throughout the global aluminium industry, while in fabricated products it is number one worldwide in the production of aluminium semis and composites for the automotive, mass transportation and construction industries. Other key areas include industrial markets such as display, machinery and electrotechnics. In packaging, algroup is a world leading supplier of packaging for the pharmaceutical and cosmetics industry with a wide range of products and has established partnerships with industry leaders around the world. algroup is also a leading manufacturer of flexible packaging for the food and beverage markets including foils, paper and specialty films, and supplies the tobacco industry with a broad range of packaging products. Through algroup Lawson Mardon and algroup Wheaton, algroup services customers in North America and increasingly the emerging markets of central and eastern Asia. It holds a leading position in fine chemicals and biotechnology with advanced intermediates and active ingredients for the pharmaceutical and agro industry, as well as intermediates and additives for a variety of industrial applications. In view of the merger the chemicals and energy businesses of algroup will be demerged. Contacts for Further Information ALCAN Investor Relations: Media Relations: Alan Brown (514-848-8368) Marcel Barthe (514-848-8100) PECHINEY Investor Relations: Corporate Communications: Francois-Jose Bordonado Jean-Claude Nicolas (33-1-5628-2507) (33-1-5628-2422) ALGROUP Investor Relations: Corporate Communications: Michel Gerber (41-1-386-2314) Christine Menz (41-1-386-2495) SARD VERBINNEN & CO FINANCIAL DYNAMICS Paul Verbinnen (44-207-269-7243 / 7244 / 7245) (212-687-8080) (44-207-269-7246 / 7247 / 7248 / 7249)