1
EXHIBIT NO. 2.1: TERMINATION AGREEMENT
THIS AGREEMENT IS MADE ON MARCH 14, 2000
AMONG:
(1) ALCAN ALUMINIUM LIMITED, a company incorporated under the laws of Canada
(ALCAN),
(2) PECHINEY, a company incorporated under the laws of France (PECHINEY), and
(3) ALUSUISSE LONZA GROUP AG, a company incorporated under the laws of
Switzerland (ALGROUP).
WHEREAS:
(A) Alcan, Algroup and Pechiney entered into a Combination Agreement on 15
September 1999 (the COMBINATION AGREEMENT) to effect the combination of
their respective businesses.
(B) The Combination Agreement provides that a condition to be satisfied or
waived prior to the making of the French Exchange Offer is that the
European Commission shall have adopted a decision clearing the French
Exchange Offer.
(C) The parties understand that on the basis of the current undertakings, the
European Commission will not adopt such a decision and that the time period
for amending such undertakings on the current filing has lapsed.
(D) Alcan, Algroup and Pechiney still wish to find a way forward to effect a
combination of their respective businesses without a negative decision from
the European Commission in relation to the French Exchange Offer but
acknowledge that to do this they must terminate the existing agreement
insofar as it relates to the obligation to commence the French Exchange
Offer.
NOW, THEREFORE, in consideration of the agreements contained herein, the Parties
hereto, intending to be legally bound, hereby agree as follows:
ARTICLE 1 -- TERMINATION OF ALCAN/PECHINEY COMBINATION AGREEMENT
1.1 Alcan, Algroup and Pechiney agree that the Combination Agreement in
relation to Pechiney is hereby terminated and Alcan, Algroup and Pechiney
agree to withdraw the notification on Form CO submitted in connection
therewith under Council Regulation No 4064/89/EEC on 20 September 1999
which relates to the Alcan/Pechiney combination and the
Alcan/Algroup/Pechiney combination.
5
2
ARTICLE 2 -- GENERAL
2.1 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of England without regard to its conflict of laws
principles.
2.2 COUNTERPARTS. This Agreement may be executed in one or more counterparts
which together shall be deemed to constitute one valid and binding
agreement and delivery of the counterparts may be effected by means of a
telecopied transmission.
IN WITNESS WHEREOF, the undersigned have each executed and delivered this
agreement as of the date first above written.
ALCAN ALUMINIUM LIMITED
By: (Signed)
-----------------------
Xxxxxxx Xxxxxx
PECHINEY
By: (Signed)
-----------------------
Xxxx-Xxxxxx Xxxxxx
ALUSUISSE LONZA GROUP AG
By: (Signed)
-----------------------
Xxxxxx Xxxxxxxxxx
By: (Signed)
-----------------------
Xxxxxx Xxxxx
6
