49 billion dollar deal

Curtain on Bhp-Anglo merger: mining giant gives up takeover

The Australian group had asked for a further extension to the negotiations, but was refused: the concessions it had made were deemed insufficient. So it preferred to back out, not without a note of controversy

by Sissi Bellomo

Aggiornato il 29 maggio 2024 alle ore 21

 (Photo by Ben STANSALL and William WEST / AFP)

3' min read

3' min read

The curtain falls on the possibility of a maxi merger between Bhp and Anglo American. The Australian mining giant preferred to withdraw its $49 billion offer, after the failure of negotiations with which it had hoped to reach an amicable settlement.

It was Anglo's board that closed the door to any possibility of compromise, rejecting Bhp's request to devote more time to the negotiations, through a further extension of the deadline by which it would have been obliged to formalise a binding offer or, conversely, to officially renounce the takeover for at least six months, as required by British law.

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The group reluctantly chose the second option. "We believed that our proposal for Anglo American was a compelling opportunity to effectively grow the value pie for both shareholdings, but we were unable to reach an agreement," ha commented Bhp CEO Mike Henry, highlighting in particular the knot represented by "regulatory risks and costs in South Africa".

A negotiating defeat, for which the manager lays some responsibility on the shoulders of Anglo's top management: 'Although we tried to dialogue constructively and despite numerous requests, we were never able to obtain from Anglo American key information necessary to formulate measures to counter the excessive risk they perceived.

Even Anglo's board did not reserve tender words for Bhp after the seven days of negotiations it had granted it: an openness to dialogue to which it had yielded, according to press rumours, under pressure from some large shareholders (including the largest, BlackRock), but which did not bear the desired fruit.

In particular, Bhp has not given up its demand for the early spin-off of its subsidiaries Amplats and Kumba Iron Ore: companies focused on platinum and iron ore, which concentrate their operations in South Africa and are listed on the Johannesburg Stock Exchange. A very sensitive issue also from a political point of view in the country, where just on Wednesday 29 voters were called to the polls.

"Bhp," reads the communication from Anglo , "keeps repeating that it does not believe that the complex structure (of the transaction) involves real risks, yet it has repeatedly and systematically stated, both in public and during negotiations, that it does not want to change it to assume such risks. An offer for the whole of Anglo American, from which the undesirable assets would only later be spun off, is indeed a step that Bhp did not feel like taking.

There have been a few concessions from the Australians in recent days, including a commitment to step aside and pay an 'appropriate' penalty if the deal did not go through due to the lack of 'necessary anti-trust and regulatory approvals, including in South Africa'.

The group also promised a number of 'socio-economic measures', to be taken for at least three years, including the (apparently partial) protection of employment levels and the assumption of the costs of divesting heavier stakes to local investors. But it failed to move Anglo's top management, which was dissatisfied with having obtained only 'a limited number of socio-economic measures, circumscribed in scope, impact and duration'.

When the deadline for the takeover bid was still some hours away (set by the British authorities at 6pm Italian time on Wednesday 29), Bhp still hoped to obtain a further extension, in order to return to the negotiating table: in the first statement, circulated in the morning, before Anglo's reply, it said it was "confident" that it had proposed measures capable of "offering a viable way to resolve the issues raised". But it also made it clear, however indirectly, that it was not prepared to do much more, not even in economic terms.

"Bhp has reviewed previous market transactions and believes that the risks are quantifiable and manageable," the note reads. Not only that: in the last offer - which it described as 'final' without, however, excluding the possibility of improvements - 'Bhp has already included the costs associated with these risks in the exchange ratio'.

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