RUSAL Released Statement
OREANDA-NEWS. January 5, 2011. UC RUSAL (SEHK: 486, EuroNext:RUSAL/RUAL), the world's largest aluminium producer and owner of a 25% stake in MMC Norilsk Nickel, considers it necessary to make the following statement in connection with the offer made by the MMC to acquire the Company's stake in Norilsk Nickel.
RUSAL has always emphasized that its stake in MMC is a strategic investment, and that the company does not intend to sell it.
We regard Norilsk Nickel's statement on the steps that MMC aims to take in response to RUSAL's refusal of the offer as yet another manifestation of gross corporate blackmail, having nothing to do with the proper principles of corporate governance that a public company should have.
In addition, everything that has been recently openly voiced by the management of MMC, giving it for alleged efforts to increase the capitalization of the company, was described by RUSAL immediately after the annual general shareholders' meeting as the most likely scenario for the behavior of the management of Norilsk Nickel and Interros. From the outset, acting together, they have been aiming to achieve complete and absolute control over the company.
We also believe that the offer to acquire our stake in MMC is nothing but an attempt to buy off RUSAL as an awkward shareholder who, against the will of the management of Norilsk Nickel and Interros, actively supports actions aimed at achieving a real, not imaginary, increased value of the company and the establishing effective mechanisms for the management of MMC, which would ensure this growth. The meeting of the Board of Directors of MMC that was held yesterday is yet another confirmation of this. The Board discussed the budget and the strategy of MMC, against the adoption of which RUSAL voted as the proposed documents seemed absurd and represented a parody of such documents unworthy of a public company and an industry leader, and approved the sale of OGK-3 to InterRAO and the buyback scheme proposed by the management.
It is worth noting that such an active pressure on RUSAL to force the company sell its stake began after the extraordinary general shareholders' meeting held in October 2010 at which the vast majority of minority shareholders supported RUSAL and voted for the reelection of the current Board of Directors. It is only the quasi-treasury shares owned by MMC that decided the outcome of the vote. This means that both the management of MMC and Interros understand that recent events and actions they have announced, in particular the sale of the treasury shares to Trafigura, most likely at a discount to the market price and with the management preserving the control over these votes, and the planned buyback of the shares at a premium to the market, are aimed exclusively at enrichment of one particular shareholder at the expense of all others, as well as RUSAL's efforts to consolidate the position of minority shareholders, can make a difference and lead to the re-election of the current Board of Directors in March 2011.
We are ready to oppose any corporate blackmail, PR campaigns and other provocations, which can be organized against RUSAL and against some of its top managers as a response to our refusal to play the rules that are being imposed by the management of MMC and Interros. RUSAL, acting in the interests of all minority shareholders of MMC, will continue to defend its interests and protect its rights by all available legal means.
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