U.S. News

Alcoa Hints at Boosting Offer for Alcan


Alcoa says it could raise its hostile $28.6 billion offer for Alcan if warranted, but the Canadian aluminum maker has rebuffed requests for talks, a regulatory filing showed on Tuesday.

In an exchange of letters late last month included in an Alcoa filing with the U.S. Securities and Exchange Commission, Chief Executive Alain Belda said Alcoa would welcome the chance to visit an Alcan data room, if one exists.

Hinting that Alcoa could increase its cash-and-stock offer he said looking at Alcan's books would help "determine whether there is additional value for your shareholders beyond that reflected in our offer."

Evans replied that talks would require a confidentiality and standstill agreement between the two firms, and when Belda replied that any such agreement would have to take into account Alcoa's current offer, Evans said he saw "no reason to engage in further discussions or correspondence."

Alcan would not confirm or deny if that it had opened a data room.

There has been speculation that big international miners such as BHP Billiton or Rio Tinto may be interested in
poring over Alcan's books with a view to making an offer.

Alcoa spokesman Kevin Lowery said the company was amenable to signing a standstill agreement, but only if it accounts for the fact that Alcoa has already made an offer for Alcan.  "Our offer is still out there and our team stands ready to engage in conversation," he said.

Alcoa's offer expires on July 10, but the company has said it would likely have to be extended.

Alcan said little had changed in Alcoa's position since it made its hostile offer directly to Alcan shareholders May 7.

"They had two years to make a compelling offer and they never did, and Alcoa has refused to sign a standard confidentiality and standstill agreement in that time," said Alcan spokeswoman Anik Michaud.

Alcan says Alcoa's refusal to sign a two-year confidentiality and standstill agreement -- under which each company would agree not to purchase shares of the other for a specified time -- was a key factor in the failure of talks on a "merger of equals" last year.

Alcan said Alcoa refused to sign a standstill agreement because the U.S. company wanted to keep the option of making a hostile offer for Alcan.

Alcan is expected to unveil its own strategy in the coming weeks, indicating whether it wants to remain independent, find another suitor, or reach a friendly deal with Alcoa.

"Alcan has got to come up with a third party, and if not, make a proposal to Alcoa to convert the bid into a friendly offer at a better price," said analyst Charles Bradford, of Bradford Research/Soleil.

Bradford noted that Rio Tinto, touted as a possible white knight for Alcan, just invested $1.8 billion in an alumina refinery expansion and aims to focus on internal growth and a share buyback. "That's not the kind of thing you would do if you were going to bid for Alcan," Bradford said.

Alcoa's cash-and-stock bid was valued at $75.65 a share on Tuesday.

Alcan shares closed at $84.01, up $1.40 or 1.7%, on the New York
Stock Exchange on Tuesday, well above Alcoa's offer. Trading on the New York Stock Exchange ceased at 1 p.m., ahead of the July 4 U.S. Independence Day holiday. Alcoa shares closed at $41.50, up 41 cents or 1%, in New York.