2nd UPDATE: Glencore Hits Road To Convince Xstrata Shareholders
March 05 2012 - 11:19AM
Dow Jones News
The chief executive of commodities titan Glencore International
PLC (GLEN.LN) Monday dismissed calls for a higher premium in its
proposed merger of equals with Xstrata PLC (XTA.LN), describing the
deal as fair, and said he would now go on a roadtrip to convince
shareholders about the deal's merits.
Glencore has agreed to issue 2.8 of its shares to Xstrata
shareholders for every Xstrata share held, as it seeks to create a
commodities juggernaut with a market capitalization, at the time of
announcement, of around $90 billion and assets in oil, base metals,
precious metals, shipping and agriculture. Four Xstrata
shareholders, accounting for nearly 5% of the company's total
outstanding capital, have said this isn't sufficient. About 16.4%
of Xstrata's voting shareholders need reject the deal to block
it.
"We believe it is a very fair price," Glencore's chief executive
Ivan Glasenberg told Dow Jones Newswires in an interview, noting
that Xstrata's shareholders are set to receive an attractive
premium--and many of the combined company's top management
jobs--marking a departure from the traditional merger-of-equals
structure where premiums tend to be minimal.
Glasenberg declined to comment on whether there was scope to
increase the share swap ratio. A Dow Jones poll of seven analysts
shows that Glencore will likely have to bump up the ratio to 3.0 to
secure a favorable vote from Xstrata's shareholders.
He said that Glencore's management will now go on a roadshow, to
meet with Xstrata shareholders who don't own Glencore shares and
tackle two misconceptions about Glencore's business--the size and
quality of its mining assets and the way its marketing business
operates.
"Our job now is to visit the Xstrata shareholders and try to
convince them that the paper they are getting is good paper," he
said.
Glencore has a history of generating high return on equity from
its low-cost, high-quality and long-life mines since it began its
business 37 years ago and has never reported a loss in its
marketing business, he said.
Glasenberg also dispelled investor concerns that clashes may
arise from a new corporate structure, where he will become deputy
CEO and Xstrata's Mick Davis will become CEO.
"I think is a perfect combination" Glasenberg said, noting that
he will be responsible for trading activities while Davis will take
care of industrial activities.
Glencore also Monday confirmed the details of last month's
trading update in which it reported a 28% revenue rise to $186.2
billion, buoyed by strong prices and output from its industrial
assets which more than offset lower profitability from its market
activities where losses in the cotton market dented profits.
Net profit rose to $4.05 billion from $1.29 billion in 2010,
prompting the company to declare its first full-year dividend, of
$0.15 a share, since listing its shares publicly in May.
-By Alex MacDonald, Dow Jones Newswires; 44 20 7842 9328;
alex.macdonald@dowjones.com
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