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Mining Week 37/’12: Glencore increases bid to take over Xstrata

September 8, 2012 Comments off

Top Story of the Week: Glencore takes Xstrata bid hostile

  • Hours before Xstrata’s shareholders were to vote on the proposed merger of equals, Glencore announced it would make a higher bid on different terms . If the vote would have gone on the Qatari sovereign wealth fund would most likely have blocked a deal.
  • The new bid offers 3.05 shares of Glencore for each share of Xstrata, 9% up from the previous bid at 2.80x. In response to the bid Xstrata’s share price went up 8.6% on Friday, with Glencore’s share price dropping 2.9%.
  • Key changes to the previous bid are:
    1. The ‘merger of equals’ will likely change to a plain takeover. As a Xstrata’s shareholders can simply tender their shares and Glencore gains control as soon as it gains a majority of shares (up from the current 35%). Under the former proposed deal approx. two-thirds of Xstrata’s shareholders excluding Glencore would have to vote in favor of a deal.
    2. The initially proposed governance structure with Xstrata’s CEO Mick Davis as the new CEO of the combined company is scrapped and Glencore’s CEO Ivan Glasenberg will take the helm of the new company.

    Official reaction by Xstrata’s independent directors

  • The exact details of the new structure are not yet known, as Glencore is yet to submit the new bid. The implications for the position and potential retention packages for Xstrata’s current top managers and the name of the new company will become clear when the new bid is published.
  • Sources: Financial Times 1 2 3; Wall Street Journal 1 2 3; Reuters; BusinessWeek

Trends & Implications:

  • Facing the likely rejection of the merger bid Glencore had little to lose in changing the terms for the offer. The likelihood of a takeover offer being accepted is much higher than the stakes the merger was going to happen on the proposed terms. Xstrata’s shareholders know that their changes of getting an even better deal than what is offered now are very slim and that they face an immediate drop in Xstrata’s share price if Glencore doesn’t gain control.
  • The offer values Xstrata roughly $4bn higher, but as the company holds 35% of Xstrata already it would cost Glencore approx. $2-3bn extra. If the deal was canceled Xstrata’s share price was likely to lose the roughly 10% in value resulting from Glencore’s bid, amounting to a loss of $1-2bn for Glencore.
  • The sudden governance change to try to make Ivan Glasenberg CEO of the new company is hard to understand. The merger setup was criticized earlier because of the strong focus on keeping Xstrata’s executives on board with generous retention bonuses. Either Glencore’s leadership never really believed they will not be able to achieve the same results as Xstrata’s leadership or they will keep most of the retention controls in place in the new offer.

2012 | Wilfred Visser | thebusinessofmining.com

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Mining News 22/’12: Codelco CEO change; Australia recruits overseas

May 28, 2012 Comments off

Top Stories of the Week:

  • Codelco’s CEO quits
    • Diego Hernandez, Codelco’s CEO, decided to quit prior to the end of his terms for personal reasons. Conflicts around the level of interference by the board in management of the government-controlled company are mentioned as the reason. CFO Thomas Keller will take over as CEO.
    • The change of CEO comes in a critical period for Codelco as it is in a legal battle with Anglo American about the ‘Sur’ project, in which Codelco claims to have the option to buy a larger part than Anglo wants to sell.
    • Sources: Financial Times; Wall Street Journal; Reuters
  • Australia implements law to make hiring immigrant workers easier
    • Australia’s new Enterprise Migration Agreement (EMA) makes it possible to bring in foreign workers on fixed term contracts for projects with an investment of $2bln or higher and a peak workforce of over 1500 employees.
    • The EMA takes a project-wide labor agreement approach, making it possible to have subcontractors bring in people via the overarching project agreement.
    • Sources: Australian government; Wall Street Journal; Financial Times
  • GlenStrata focuses on retention of Xstrata executives
    • As part of the merger deal with Glencore the Xstrata shareholders will get to vote on a $78mln bonus for Mick Davis to stay on for another 3 years. Other executive directors will be offered retention bonuses too.
    • Sources: Financial Times; Reuters;

Trends & Implications:

  • Australia’s EMA will mainly be used for low skilled construction workers. The shortage of highly skilled planning and engineering employees is unlikely to be resolved as those contracts are typically not fixed-term and not project-specific. The Australian government expects it needs to add 89 thousand short-term workers in the next years. Still the unions, which are very powerful in Australia’s resources sector, are complaining about the Agreement, saying that bringing in workers for overseas will hurt the domestic labor market. A key issue in the flexibility of this market is that many workers are available in the East coast region, but most of the work is available in the remote areas on the West coast.
  • As ‘deal-friendly’ investors have built up a share ownership that makes it likely that Xstrata’s shareholders will vote in favor of the merger with Glencore in the currently proposed 2.8x share proportion, the focus of management activity shifts back to regulatory issues and planning for post-merger activities. A key issue in th successful integration of the companies will be to join the corporate cultures of the trader and the miner. The retention efforts will likely go further than just executive leadership, targeting several hundreds of top management. At the same time the company will have to work on retaining the top traders and top management from Glencore’s side.

©2012 | Wilfred Visser | thebusinessofmining.com

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