More reports on: M&A, Mining
Glencore shareholders approve $67-bn merger with Xstrata news
20 November 2012

After nine months of hard negotiations, shareholders of commodities giant Glencore International today voted overwhelmingly in favour of its $67-billion merger with diversified Anglo-Swiss miner Xstrata Plc.

In the long-awaited merger, 99.4 per cent of those who voted backed the resolution to create the world's fourth-largest mining company by market capitalisation, behind BHP Billiton, Vale of Brazil and Rio Tinto, and the seventh-largest in the UK's FTSE 100.

Now the focus will shift to Xstrata, whose shareholders are expected to back the deal in an unusual two-part vote at meetings in Switzerland and the UK.

Qatar Holding, Xstrata's second-largest shareholder after Glencore, last week said that it will vote in favour of the merger but abstain from voting on the controversial bonuses to be awarded for retaining Xstrata's top management.

The first resolution is to approve the merger with the £144-million retention bonuses for about 70 Xstrata top level executives and the second is to back the acquisition without the incentive proposal.

Although the vote on the merger is expected to be approved, shareholders of Xstrata may veto the payouts to the management.

Both resolutions need 75 per cent of voting shareholders, and Glencore, whhich already owns a 34-per cent stake in Xstrata, will not vote as per the UK takeover rules.

In early February, Glencore, once one of the world's most secretive company until it went public last year, proposed the merger with Xstrata.

Glencore had offered to give 2.8 of its shares for each of one share of Xstrata, which translated into a 15-per cent premium to the both companies' closing price on 6 February, a day before the merger was announced, and 8 per cent more than the price of Xstrata's and Glencore's stock trading price when the merger proposal was first announced by Xstrata on 2 February.

Glencore sweetened the deal in September to 3.05 of its own shares for every share of Xstrata after Qatar Holdings, the gulf nation's sovereign wealth fund with 12-per cent stake in the miner, had vehemently opposed the deal demanding an exchange ratio of 3.25.

Under the new offer, Xstrata's current CEO Mick Davis will be replaced by Ivan Glasenberg, Glencore's CEO who would become the CEO of the combined entity.

The deal has to be approved by the European Commission (EC), which has until 22 November to give its ruling. The regulator is likely to voice concerns on the combined company's share in the zinc market.

Anticipating the EC's concern, Glencore has already offered to scrap its zinc sales deal with world's top zinc producer Nyrstar and also sell its German zinc smelter.

Glencore, with its headquarters in Baar, Switzerland, produces and sells commodities including metals and minerals, energy products and agricultural goods. Its 2011 revenue was $186 billion.

Zug, Switzerland-based Xstrata is a diversified global miner and one of the world's top five producers of copper, coal, ferrochrome, zinc and nickel. The $34-billion company operates in over 20 countries and employs over 70,000 people in more than 100 projects around the world.





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Glencore shareholders approve $67-bn merger with Xstrata