Alcan + Pechiney
A New World of Opportunity
December 2003
© 2003 ALCAN INC.
Alcan has filed with the Securities and Exchange Commission (“SEC”) a registration statement to register the Alcan Common Shares to be issued in the U.S. offer, including related tender/exchange offer materials, and such registration statement has become effective. Investors and Pechiney securityholders are urged to read the registration statement and related tender/exchange offer materials and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. Investors and Pechiney securityholders may obtain a free copy of the registration statement and related tender/exchange offer materials and other relevant documents at the SEC’s Internet web site at www.sec.gov, and the transaction-related documents have been mailed to Pechiney securityholders. Additional copies of the transaction-related documents may be obtained at Alcan’s expense by contacting the Information Agent for the offers, D.F. King & Co., Inc, toll-free at 1-800-488-8035 (North America), 0-800-90-2614 (France), 0-800-389-7892 (U.K.) or (44) 20-7920-9700 (collect in Europe).
This communication is for informational purposes only. It shall not constitute an offer to purchase or buy or the solicitation of an offer to sell or exchange any securities of Pechiney, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The solicitation of offers to buy Alcan Common Shares will only be made pursuant to the prospectus, dated October 24, 2003, and related materials. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
FORWARD-LOOKING STATEMENTS
Certain statements made in this communication are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Although Alcan’s management believes that the expectations reflected in such forward-looking statements are reasonable, readers are cautioned that these forward-looking statements by their nature involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Many factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including those listed under “Cautionary Statement Concerning Forward-Looking Statements “ and “Risk Factors” in the prospectus, dated October 24, 2003, included in the registration statement filed with the SEC. See the previous paragraphs for information about how you can obtain a free copy of the registration statement.
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IMPORTANT ADDITIONAL INFORMATION
This presentation includes certain information concerning Pechiney and the combined business of Alcan and Pechiney. This information is subject to risks and uncertainties. We have based this information on publicly available information about Pechiney (primarily filings by Pechiney with the SEC and the French Commission des opérations de bourse). However, to date Pechiney has granted Alcan only limited access to non-public information regarding Pechiney and Alcan has no means of compelling such access. In addition, Pechiney’s primary financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in France while Alcan’s primary financial statements are prepared in accordance with Canadian GAAP. There are differences between Canadian and French GAAP. The unaudited pro forma information included herein is prepared based on the US GAAP information that Pechiney discloses publicly. Alcan has not been in a position to verify the Pechiney information or the pro forma information about the combined entity included in this presentation. Some of the information about Pechiney in this presentation is based on good faith estimates by Alcan or industry sources that may be materially inaccurate. The pro forma information presented is not necessarily indicative of the operating results or financial condition that would have been achieved had Alcan’s offer for Pechiney been completed duringthe periods or at the times presented, nor is this information necessarily indicative of future results or conditions of Alcan after it has acquired Pechiney. The pro forma information does not reflect the impact of synergies that Alcan expects to realize over time or the costs associated with the integration of operations necessary to achieve such synergies nor does it reflect the impact of significant divestitures that Alcan must make as required by antitrust regulators. Some of the risks associated with the information about Pechiney and the combined Alcan and Pechiney is discussed under “Risk Factors” in the prospectus, dated October 24, 2003, included in the registration statement that we have filed with the SEC in connection with the offer.
Certain terms used in this presentation are defined in the appendix.
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Alcan + Pechiney
A New World of Opportunity
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Strategic Rationale
Compelling Strategic Rationale
Creates Substantial Value for Shareholders
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Strategic Rationale
US$250 Million Annual Pre-Tax Cost Synergies
Synergies are Realistic and Achievable
100% percent of synergies
by year-end 2005 Costs $50 million of synergies adds |
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Strategic Rationale
Regulatory Review
Clearance by MTF, DOJ and French Treasury
European Commission | US Department of Justice | French Treasury |
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Total commitments amount to approximately 5% of pro-forma sales
(1) Alcan's Latchford casting operations can also be added to either the AluNorf or Neuf-Brisach packages at the purchaser’s option.
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Strategic Rationale
Integration Underway
Successful Track Record
Lessons Learned
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Milestones Dec 2003
Integration leadership team in place Jan 2004
April 2004
June 2004
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Strategic Rationale
Organization
Leadership Team
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Pechiney Overview
Pechineys Key Strengths
An Industry Leader
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Pechiney Overview
Aluminum Smelting Technology Sales
Unrivaled Leadership as #1 Technology Provider
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Pechiney Overview
Aerospace
50% market share with Airbus
Long-term Trend Towards More Plate Intensive Aircraft
Pechiney Overview
Aerospace
The A380 Will Significantly Impact Airbus Plate Consumption
56% Market Share Secured To Date On New Model
Airbus plate consumption
Reference : base 100 in 2003 in equivalent A320 aircrafts
Source: Airlines monitor & Pechiney
Weight of plates
on A320 = 90t
Weight of plates
on A380 = 900t
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Pechiney Overview
International Trade
A Profitable Business That Benefits From Scale
Three businesses:
mostly semi-finished aluminum aluminum, copper, etc.
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Rationale:
enhance traded quantities and to improve margins limits high profitability
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Pechiney Overview
Continuous Improvement
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The Combined Company
Global Group Balanced Presence
88,000 Employees, 322 Operating Facilities
in 50 Countries Around the World
Revenues are presented on the basis of the average US$/Euro exchange rate during 2002
The Combined Company
Diversified Business Mix
Balanced Portfolio
2002 Revenue
Alcan: US$12.3 Bn
Pechiney: US$11.4 Bn (1),(2)
Pro Forma: US$23.7 Bn (1),(2)
(1) Including Pechiney trading revenue of US$4.8
billion
(2) On the basis of average US$/€ exchange rate
during 2002 of .95
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The Combined Company
Increased Core Market Presence
Strengthens Current Position
2002 Revenue By End-Use Market (1) (2)
Alcan | Pechiney |
Pro Forma
(1) Excludes Pechiney trading revenues of US$4.8 billion
Source: Pechiney figures are based on estimates derived from publicly available documents
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Business Group Impact
Bauxite & Alumina
8 Alumina Refineries on 4 Continents -- 6.0 Mt of Capacity*
kt |
*Equity share of capacity
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Business Group Impact
Primary Aluminum
24 Smelters on 5 Continents -- 3.4 Mt of Capacity
Largest share of low-cos
t smelting capacity in the world50% in bottom third of global cost curve
Advanced high-amperage smelting technology (AP-30 & AP-50 cell)
Alcan's wholly-owned hydro power
Diversified low-cost primary position
Greater scale and financial strength to leverage AP-50 technology
Increased brownfield and greenfield opportunities
(1) Adjusted to include Alouette for full year Source:
CRU (Industry and Market Outlook, January 2003)20
Business Group Impact
Rolled Products
Largest Low-cost Rolling System
3.4 Mt of Sheet and Foil Capacity in 12 Countries
►
Positioned to serve growing demand for automotive applications in North America and Europe►
Capacity and reach to address expanding aluminum fabrication needs in any region►
Leverage best manufacturing practices►Product mix optimization/plant reloading opportunities
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Business Group Impact
Engineered Products
$2.6 Billion in Revenues and 74 Facilities in 17 countries
►Entry into high value-added aerospace market and excellent platform to grow business. No. 1 supplier to Airbus. ► Hard-alloy extrusions complementAlcan’s specialty soft/medium extrusion operations in Europe ► Full range of product and technicalsolutions for aerospace and transportation applications ►Synergy opportunities
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Business Group Impact
Packaging
Creates No. 1 Food Flexibles and Pharma Packaging Supplier $6 Billion in Revenues and 190 Facilities in 26 Countries
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Financial Dimensions
Summary of Terms
92% of Pechiney Shares Tendered in Initial Offer Period
Consideration
Per Pechiney share
€28.60 in cash, plus €1 bonus if more than 95% of Pechiney capital and voting rights on a fully diluted basis are tendered (including subsequent offering period).
.5441 Alcan shares
€83.40 per OCEANE, plus €0.40 bonus.
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Financial Dimensions
Remaining Transaction Milestones
Alcan Committed to Successful Process
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Financial Dimensions
Sensitivities
Estimated After-tax Impact on Long-term Profitability
Change in full year average |
Pre-Pechiney | Post-Pechiney | |||
Net Inc. | EPS | Net Inc. | EPS | ||
Aluminum | +US$100/mt | $120 M | $0.37 | $190 M | $0.52 |
Exchange Rates * | |||||
Canadian dollar | +1 US cent | ($11) M | $(0.03) | ($11) M | $(0.03) |
Euro | +1 US cent | $4 M | $0.01 | $0 M | $0.00 |
Australian dollar | +1 US cent | ($2) M | $0.00 | ($3) M | $(0.01) |
*Excludes balance sheet translation impact
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Summary
Invest with Confidence
Committed to Maximizing Value
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Appendix |
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Business Group Profiles
Combined Company
President and CEO | Head Office Location | Sales Revenue* (billions) | Number of Employees | Number of Countries | |
Bauxite and Alumina | Michael Hanley | Montreal, Canada | US$ 1.6 | 4,800 | 9 |
Primary Metal | Cynthia Carroll | Montreal, Canada | US$ 7.1 | 20,000 | 13 |
Rolled Products Americas and Asia | Martha Finn Brooks | Cleveland, USA | US$ 3.5 | 5,600 | 5 |
Rolled Products Europe | Chris Bark-Jones | Zurich, Switzerland | US$ 2.4 | 6,700 | 7 |
Engineered Products | Michel Jacques | Paris, France | US$ 2.6 | 9,700 | 20 |
Packaging | Christel Bories | Paris, France | US$ 5.8 | 33,000 | 26 |
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Bauxite & Alumina
8 Alumina Refineries on 5 Continents -- 6.0 Mt of Capacity*
*Equity share of plant capacity
Primary Aluminum
24 Smelters on 5 Continents -- 3.4 Mt of Capacity*
*Equity share of capacity
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Rolled Products Americas & Asia
2.0 Mt of Sheet and Foil Capacity in 5 Countries
Rolled Products Europe
1.4 Mt of Sheet and Foil Capacity in 7 Countries
Engineered Products
US$2.6 billion in Revenues
80 Sites in 20 Countries
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Packaging
$6 billion in Revenues
190 Sites in 26 Countries
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Western World Aluminum Balance
Primary Metal
2001 | 2002 | 2003f | |
Production | 16,670 | 17,230 | 17,730 |
FSU/China/E. Europe | 2,700 | 2,750 | 3,150 |
SUPPLY | 19,370 | 19,980 | 20,880 |
% Change | -1.9% | +3.1% | +4.5% |
DEMAND | 18,920 | 19,570 | 20,490 |
% Change | -6.2% | +3.4% | +4.7% |
INVENTORY CHANGE | +450 | +410 | +390 |
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Aluminum Rolled & Fabricated Products
2002 Pro Forma Revenues by End Market
Source: Pechiney figures based on estimates derived from publicly available documents.
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2002 Financial Highlights Pro-forma
($US million) | Alcan | Pechiney(1) | Pro Forma (1), (2) |
Revenues | $12,327 | $11,404 | $23,731 |
BGP (3) from operating segments | $2,029 | $783 | $2,832 |
% Margin | 16.4% | 6.9% | 11.9% |
% Margin without trading revenues | 16.4% | 10.7% | 14.4% |
Capital Expenditures | $711 | $455 | $1,183 |
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2003 Nine-Month Highlights Pro-forma
($US million) | Alcan | Pechiney(1) | Pro Forma (1), (2) |
Revenues | $10,105 | $9,081 | $19,186 |
BGP (3) from operating segments | $1,576 | $675 | $2,251 |
% Margin | 15.6% | 7.4% | 11.7% |
% Margin without trading revenues | 15.6% | 12.1% | 14.4% |
Capital Expenditures | $578 | $375 | $953 |
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©2003 ALCAN INC