Glencore revises terms for Xstrata deal

[September 10, 2012]  LONDON (AP) -- Glencore has made a revised offer in its all-share bid for Xstrata, saying that the Anglo-Swiss miner's chief executive, Mick Davis, can lead the merged company for six months before handing over to the Swiss commodities trader's Ivan Glasenberg.

In a bid to revive the deal, Glencore announced on Friday that it would pay 3.05 shares for each Xstrata share, up from its original 2.8 shares offer, which had been strongly resisted by Xstrata shareholders, including Qatar Holding.

As part of Friday's offer, Glencore said it wanted its chief executive, Glasenberg, to lead the combined company instead of Xstrata's Davis as originally planned.

On Monday, Glencore revised its position again, announcing that Davis would be the CEO of the new company, but for no more than six months.

The independent directors of Xstrata said they were considering the revised offer and would consult with major shareholders. They promised to announce by Sept. 24 whether they intend to put the Glencore offer to a shareholder vote.

Glencore hinted that it might abandon the idea of a merger and go for a takeover of Xstrata, if the mining group's board agreed. As the deal is currently structured, it needs the approval of 75 percent of eligible shareholders. That means Qatar Holding and its supporters could kill the deal. If Glencore switched to a takeover bid, a simple majority would suffice.

Xstrata directors had reacted skeptically to Glencore's offer on Friday. They said the improved offer of 3.05 shares represented a 17.6 percent premium to the undisturbed Xstrata share price on Feb. 1, the day before Xstrata confirmed that it had been approached by Glencore, and 22.2 percent to the closing price on Sept. 6, "which is significantly lower than would be expected in a takeover."

The directors also said that replacing Davis "represents significant risk around the retention of the Xstrata senior and operational management intended to be responsible for approximately 80 percent of the combined group's earnings."

[Associated Press]

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