Default...........................................................................................................
52
16.15
Amendments...................................................................................................................
52
16.16
Controlling
Documents.....................................................................................................
52
16.17
Language.........................................................................................................................
52
LIST OF
SCHEDULES
54
SCHEDULE 1.01 -
DEFINITIONS
55
LIST OF
EXHIBITS
69
SEPARATION AGREEMENT (the "Agreement") entered into in the City of Montréal,
Province of Quebec, dated as of December 31, 2004.
BETWEEN:
ALCAN INC., a corporation organized under the Canada Business Corporations Act
("Alcan");
AND:
NOVELIS INC., a corporation incorporated under the Canada Business Corporations
Act ("Novelis").
RECITALS:
WHEREAS Alcan Group (as defined below) currently conducts the Alcan Businesses
(as defined below);
WHEREAS Alcan has created Arcustarget Inc. (as defined below) in order to hold
the Separated Businesses (as defined below) after giving effect to the
Reorganization (as defined below);
WHEREAS it is proposed that, pursuant to a Plan of Arrangement (as defined
below) and after giving effect to the Reorganization, inter alia,
(i) Arcustarget would become a wholly-owned subsidiary of Novelis, (ii)
the
holders of outstanding Alcan Common Shares (as defined below) would, as of the
Effective Date (as defined below), exchange their Alcan Common Shares for an
equivalent number of Alcan Class A Common Shares and Alcan Special Shares (as
defined below), (iii) the holders of outstanding Alcan Special Shares would, as
of the Effective Date, exchange their Alcan Special Shares for a specified
number of Novelis Common Shares (as defined below), and (iv) Arcustarget and
Novelis would amalgamate;
WHEREAS the Parties (as defined below) wish to set forth in this Agreement the
terms on which, and the conditions subject to which, they wish to implement the
measures described above;
WHEREAS Alcan and Novelis (1) intend that the Reorganization will (i) qualify
for Canadian income tax purposes as a reorganization governed by
paragraph 55(3)(b) of the Tax Act (as defined below) and as exchanges of shares
by Alcan Common Shareholders (as defined below) pursuant to sections 85.1 and 86
of the Tax Act, such that no gain will be realized by Alcan, Novelis or Alcan
Common Shareholders and (ii) qualify for United States federal income tax
purposes as a reorganization within the meaning of Section 368(a)(1) of the
Internal Revenue Code (as defined below), pursuant to which no gain or loss will
be recognized for United States federal income tax purposes by Alcan, Novelis,
Alcan Corporation, Alcan Aluminum Corporation or to the shareholders of Alcan
under Section 355 of the Internal Revenue Code and the related provisions
thereunder and (2) will treat and hereby adopt the Agreement as a plan of
reorganization within the meaning of Section 368 of the Internal Revenue Code;
NOW THEREFORE, in consideration of the mutual agreements, covenants and other
provisions set forth in this Agreement, the Parties hereby agree as follows:
2
Article I
INTERPRETATION
1.01
Definitions
The capitalized words and expressions and variations thereof used in this
Agreement or in its schedules, unless a clearly inconsistent meaning is required
under the context, shall have the meanings ascribed to them in Schedule 1.01 -
Definitions.
1.02
Schedules
The following schedules are attached to this Agreement and form