6
February 2008
Download pdf PR609g released at 15:52
The Boards of Rio Tinto have given careful
consideration to BHP Billiton’s pre-conditional offers to acquire
the whole of the issued share capital of Rio Tinto plc and Rio Tinto
Limited. Under this proposal each Rio Tinto share would be exchanged
for 3.4 BHP Billiton shares.
The Boards have concluded that the pre-conditional
offers significantly undervalue Rio Tinto. Accordingly the Boards
have unanimously rejected BHP Billiton’s pre-conditional offers as
not being in the best interests of shareholders.
Rio Tinto’s Chairman, Paul Skinner said: “BHP
Billiton’s offers, while improved, still fail to recognise the
underlying value of Rio Tinto’s quality assets and prospects. Our
plans are unchanged, and will remain so unless a proposal is made
that fully reflects the value of Rio Tinto. Accordingly we are
forging ahead with our strategy of operating and developing large
scale, long life, low cost assets to generate significant value for
shareholders”.
Rio Tinto’s chief executive officer Tom Albanese
said: “Rio Tinto has an exceptional portfolio of assets and
significant stand alone growth opportunities, particularly in iron
ore, copper and aluminium. These assets and opportunities, combined
with the company’s strong track record for value delivery, project
execution and successful exploration means Rio Tinto is very well
positioned to take advantage of strong global markets and the growth
in the resources industry, maximising value for shareholders.”
About Rio Tinto
Rio Tinto is a leading international mining group
headquartered in the UK, combining Rio Tinto plc, a London and NYSE
listed company, and Rio Tinto Limited, which is listed on the
Australian Securities Exchange.
Rio Tinto's business is finding, mining, and
processing mineral resources. Major products are aluminium, copper,
diamonds, energy (coal and uranium), gold, industrial minerals
(borax, titanium dioxide, salt, talc) and iron ore. Activities span
the world but are strongly represented in Australia and North
America with significant businesses in South America, Asia, Europe
and southern Africa.
Important Information
A further announcement will be made as and when
appropriate. There can be no certainty that any offers will be made
nor as to the terms on which any offers may be made.
In the United States, Rio Tinto will file a Solicitation/Recommendation Statement with the US Securities and
Exchange Commission (the “SEC”) on Schedule 14D-9 following
commencement of a tender offer within the meaning of Rule 14d-2
under the Securities Exchange Act of 1934 and holders of Ordinary
Shares and American Depositary Shares are advised to read it when it
becomes available as it will contain important information. Copies
of the Schedule 14D-9 and other related documents filed by Rio Tinto
will be available free of charge on the SEC’s website at http://www.sec.gov. In addition,
documents filed with the SEC by Rio Tinto may be obtained free of
charge by contacting Rio Tinto’s media or investor relations
departments or on Rio Tinto’s website at www.riotinto.com. Any documents
filed by BHP Billiton, including any registration statement on Form
F-4 (which will include a preliminary prospectus) and related
exchange offer materials as well as any Tender Offer Statement on
Schedule TO, will also be available free of charge on the SEC’s
website.
Forward-Looking Statements
This announcement includes forward-looking
statements. All statements other than statements of historical facts
included in this announcement, including, without limitation, those
regarding Rio Tinto’s financial position, business strategy, plans
and objectives of management for future operations (including
development plans and objectives relating to Rio Tinto’s products,
production forecasts and reserve and resource positions), are
forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of Rio Tinto,
or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.
Such forward-looking statements are based on numerous
assumptions regarding Rio Tinto’s present and future business
strategies and the environment in which Rio Tinto will operate in
the future. Among the important factors that could cause Rio Tinto’s
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
levels of actual production during any period, levels of demand and
market prices, the ability to produce and transport products profitably, the impact of foreign currency exchange rates on market
prices and operating costs, operational problems, political
uncertainty and economic conditions in relevant areas of the world,
the actions of competitors, activities by governmental authorities
such as changes in taxation or regulation and such other risk
factors identified in Rio Tinto's most recent Annual Report on Form
20-F filed with the SEC or Form 6-Ks furnished to the SEC.
Forward-looking statements should, therefore, be construed in light
of such risk factors and undue reliance should not be placed on
forward-looking statements. These forward-looking statements speak
only as of the date of this announcement. Rio Tinto expressly
disclaims any obligation or undertaking (except as required by
applicable law, the City Code on Takeovers and Mergers (the
“Takeover Code”), the UK Listing Rules, the Disclosure and
Transparency Rules of the Financial Services Authority and the
Listing Rules of the Australian Securities Exchange) to release
publicly any updates or revisions to any forward-looking statement
contained herein to reflect any change in Rio Tinto’s expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
Nothing in this announcement should be interpreted to
mean that future earnings per share of Rio Tinto plc or Rio Tinto
Limited will necessarily match or exceed its historical published
earnings per share.
Subject to the requirements of the Takeover Code,
none of Rio Tinto, any of its officers or any person named in this
announcement with their consent or any person involved in the
preparation of this announcement makes any representation or warranty (either express or implied) or gives any assurance that the
implied values, anticipated results, performance or achievements
expressed or implied in forward-looking statements contained in this
announcement will be achieved.
For more information
please contact:
Media Relations, London
Christina Mills Office: +44 (0) 20 7781 1154
Mobile: +44 (0) 7825 275 605
Nick Cobban Office: +44 (0) 20 7781 1138 Mobile: +44 (0) 7920 041 003
Media Relations, US
Nancy Ives Mobile: +1 619
540 3751
Media Relations, Australia
Ian Head Office: +61 (0) 3 9283 3620 Mobile:
+61 (0) 408 360 101
Amanda Buckley Office: +61 (0) 3 9283
3627 Mobile: +61 (0) 419 801 349
Investor Relations,
London
Nigel Jones Office: +44 (0) 20 7781
2049 Mobile: +44 (0) 7917 227 365
David Ovington Office: +44 (0) 20 7781
2051 Mobile: +44 (0) 7920 010 978
Investor Relations, North
America
Jason Combes Office: +1 (0) 801 685
4535 Mobile: +1 (0) 801 558 2645
Investor Relations, Australia
Dave Skinner Office: +61 (0) 3 9283
3628 Mobile: +61 (0) 408 335 309
Simon Ellinor Office:+ 61 (0) 7 3867 1068]
A full copy of the press release will also available
on the Rio Tinto website: www.riotinto.com/media
High resolution photographs available at Newscast www.newscast.co.uk
Website: www.riotinto.com Email: questions@riotinto.com
Vanessa Ho Digital
Media Communications and External Relations |
|
|