Glencore-Xstrata deal meets shareholder opposition

By Sarah Young and Eric Onstad

February 7, 2012 7:49 AM EST

At least two top 10 shareholders in miner Xstrata said Tuesday they would vote against a takeover by commodities trader Glencore, threatening the creation of a powerhouse spanning mining, shareholders except Glencore, which is barred agriculture and trading.

Standard Life Investments, the fourth largest investor in Xstrata, and Schroders said the deal, the mining sector's biggest, to buy the remaining 66 percent of Xstrata for $41 billion undervalued their shares.

The deal, designed to create a company to rival mining heavyweights such as BHP Billiton and Rio Tinto, needs to be approved by 75 percent of from voting.

The two investment funds own 3.6 percent of all Xstrata shares, but 5.6 percent of the shares needed for approval, according to Thomson Reuters data. Their stand may persuade others to follow suit.

"I'm in complete agreement with Standard Life and we intend to do exactly the same. This is a fabulous deal for Glencore, it's probably a great deal for the Xstrata management, but it's a poor deal for Xstrata's majority shareholders," Schroders' Richard Buxton told Reuters.

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Xstrata chief executive Mick Davis, who will be CEO of the enlarged company, admitted the two companies would have to work hard to bring some of his shareholders on board.

"We clearly have to now go to our shareholders and speak to them and take them through the transaction ... we've got a long gestation period, we recognize that," he told an analysts' presentation.

The new group, with mining assets from New Caledonia to the Democratic Republic of Congo, is expected to use its clout to look at other deals, including potentially a takeover of Anglo American.

"M&A is a space that you'd expect the combined group to be in," Davis told Reuters.

"We have a combined entity which has much greater flexibility to be opportunistic and capture the right opportunities when they are there."

Glencore will issue 2.8 new shares for each Xstrata share in a deal it said was a "merger of equals."

The ratio is a 15.2 percent premium to Xstrata shareholders compared with its share price last Wednesday before word leaked out about the merger talks, a joint statement said.

Xstrata chairman John Bond and Chief Financial Officer Trevor Reid will retain their posts, and Glencore CEO Ivan Glasenberg, a billionaire who owns 15.8 percent of Glencore, will be president and deputy CEO of the new company.

Xstrata shareholders other than Glencore, which already has a 34 percent stake in the mining group, will hold 45 percent of the new company, to be named Glencore Xstrata International.

Copyright 2012 Thomson Reuters. All rights reserved.
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