• Switzerland edition

Xstrata and Glencore agree massive tie-up

Published: 01 Oct 2012 08:58 GMT+02:00 | Print version
Updated: 01 Oct 2012 16:51 GMT+02:00

Swiss mining group Xstrata and commodities giant Glencore said on Monday they had agreed on new terms for their tie-up to create a massive company worth $86.6 billion and capable of out-muscling all the other giants in the field.

After three weeks of suspense, the two companies headquartered in the tax haven of Zug, in central Switzerland, finally agreed on the terms of the long-delayed mega-merger to create "Glenstrata".

The general assemblies of both Swiss companies had been set to approve the blockbuster merger at the beginning of September but the deal ran into major resistance from several Xstrata shareholders demanding better conditions.

Qatar Holding, which is wholly owned by Qatari's sovereign wealth fund and is the single biggest shareholder in Xstrata with more than 12 percent of its shares, had led the opposition.

The opposition forced Glencore to raise its offer, giving Xstrata shareholders 3.05 -- up from the previous bid of 2.8 -- new Glencore shares for every existing stock, which the companies said represents a 17.6-percent premium on the price of the miner's shares before the merger bid was announced in February.

Xstrata and Glencore want shareholders to vote so that the combined company, with a market capitalisation of about $86.6 billion and with a combined turnover of $209.4 billion, can come into being by the end of the year.

If the merger goes through, "Glenstrata" will become the world's fourth-biggest commodities company in terms of market capitalisation, after the British-Australian BHP Billiton, Brazilian Vale and British-Australian Rio Tinto.

The merged company "will fuse the respective strengths of the two companies into a unique, vertically integrated natural resources group," Xstrata chief executive Mick Davis said in a statement.

Two major points of contention were ironed out with Monday's deal.

The bickering over who will head the new entity had been resolved previously, with Xstrata chief executive Mick Davis set to lead the combined company for its first six months and then step aside to be replaced by Glencore's Ivan Glasenberg.

But the revised deal also ensures that Xstrata preserves its majority on the new board, with an Xstrata executive set to take over the position held by Davis as the merged group's executive director.

"Xstrata would therefore continue to control the board with its six directors ... versus Glencore's five directors," the Jefferies consultancy said.

Another key disagreement that had threatened the deal was the massive retention payments, totalling £173 million (216.9 million euros, $279.2 million) for 73 Xstrata executives,to ensure they remain with the merged company.

According to the revised deal though, the bonuses will no longer be mandatory for the tie-up to go through and Xstrata's departing chief executive will no longer receive a massive payout.

Shareholders are to vote on the retention payments, and the directors of the companies recommended that shareholders back the incentives.

"Without the ability to retain key Xstrata managers to run the combined group's mining operations through the Revised Management Incentive arrangements, the independent Xstrata non-executive directors believe that the value proposition of the combined entity is at risk," Xstrata non-executive director John Bond said in a statement.

However, he added, "we have decided to decouple the resolution to approve the merger from the resolution to approve (the bonuses)... This will, we believe, enable shareholders to vote in line with their convictions in respect of retention arrangements without influencing their voting intention on the (merger)."

Glencore chief executive Glasenberg said "their commitment is vital as we look to capture the full synergy and value creation benefits of the transaction and realise the potential of both companies' strong long-term organic growth plans."

As for whether the new deal has shareholder backing, no comment has yet surfaced from Qatar Holding, which earlier this month said it had not decided on whether to back the deal.

Bond meanwhile said the board had "consulted with our major shareholders and taken their views into account," leading Societe Generale to note that as shareholders had been consulted on the revised deal, "it is clear to us that Qatar is supporting the transaction" this time round.

Analysts were exuberant about the pending deal, with Moody's saying the merger would create "a unique trading and mining group on a scale never seen before."

It added: "If the combination proved successful it could put pressure on peers to develop trading arms to better compete with Glencore/Xstrata."

Xstrata shares rose by 3.04 percent to 986.6 pence in early afternoon trading on a slightly higher London stock exchange, while Glencore shares were up 0.70 percent at 345.5 pence.

Your comments about this article:

The comments below have not been moderated in advance and are not produced by The Local unless clearly stated. Readers are responsible for the content of their own comments. Comments that breach our terms and conditions will be removed.

ADD YOUR COMMENT   (YOU MUST LOG IN OR REGISTER TO MAKE A COMMENT)
Today's headlines
No shame for Swiss jobless: an insider's look
Photo: Seco

No shame for Swiss jobless: an insider's look

When I lost my job in Zurich three months ago, I felt like the world was collapsing around me. I felt inadequate and angry, and had a sense of shame about becoming unemployed in a foreign country. READ () »

Drownings claim four victims amid heatwave
Lake Neuchâtel, where two of the drownings occurred. Photo: LakeGenevaRegion.ch

Drownings claim four victims amid heatwave

At least four drowning deaths were reported in Switzerland on Tuesday amid the country’s continuing heatwave, which is drawing throngs of bathers to the country’s rivers and lakes. READ () »

Swiss solar boat sails to US on climate mission
Turanor PlanetSolar sails past the Statue of Liberty in New York. Photo: Don Emmert/AFP

Swiss solar boat sails to US on climate mission

The world's largest fully solar-powered boat, a Swiss vessel called "Turanor PlanetSolar," docked in New York on Tuesday during a mission to study the effects of climate change on the Gulf Stream current. READ () »

Basel striker bound for German transfer: reports
Jacques Zoua. Photo:Amarhgil

Basel striker bound for German transfer: reports

Swiss champion football team FC Basel may be in danger of losing one of its top players, striker Jacques Zoua. READ () »

Students trash Zurich high school in 'prank'
Photo: Zurich North cantonal school (KZN)

Students trash Zurich high school in 'prank'

Students at one of Zurich’s largest secondary schools were sent home on Tuesday after seniors trashed parts of the building in what was described in news reports as a “graduation prank”. READ () »

Last Swiss mountain pass road reopens
View from the Susten Pass. Photo: Switzerland Tourism

Last Swiss mountain pass road reopens

The last mountain pass highway route in Switzerland was finally cleared of snow on Tuesday as most of the country continued to swelter in a heatwave with record-breaking temperatures. READ () »

Britain charges UBS trader over Libor scandal
Photo: UBS

Britain charges UBS trader over Libor scandal

Britain's Serious Fraud Office on Tuesday said that former UBS trader Tom Hayes had become the first person to be charged in connection with its probe into the Libor rate-rigging scandal that has rocked the banking sector. READ () »

Swiss MPs reject US tax evasion agreement
Photo: Parliament.ch

Swiss MPs reject US tax evasion agreement

Switzerland’s lower house of parliament has voted against debating a secret deal between Bern and Washington aimed at settling a legal battle over Swiss banks’ alleged complicity in tax evasion by American citizens. READ () »

Son sentenced to jail for punching his mother
Basel-Country's intervention centre against domestic violence. Photo: Canton of Basel-Country

Son sentenced to jail for punching his mother

A 19-year-old man who punched his mother several times in the face received a 16-month prison term from a Zurich district court on Monday. READ () »

Swiss scientists map rooms by miking echoes
Image: EPFL

Swiss scientists map rooms by miking echoes

A snap of a finger, a handful of scattered microphones and a computer algorithm are all it takes to create an accurate three-dimensional map of a room, Swiss and US researchers said on Monday. READ () »

Highlights
Photo: KLM
Furniture Leasing Corporation
Henrik Trygg/imagebank.swede.se
Latest news from The Local in Sweden

More news from Sweden at thelocal.se

Latest news from The Local in Germany

More news from Germany at thelocal.de

Latest news from The Local in France

More news from France at thelocal.fr

Latest news from The Local in Norway

More news from Norway at thelocal.no