COMPANY ACTIVITY

Glencore makes new US$2.675 bid for C&A

The revised Glencore offer is fully funded and subject only to a limited number of regulatory app...

Lou Caruana
Glencore makes new US$2.675 bid for C&A

All cash is payable in full immediately upon completion under its revised offer, which comes just days after the Rio board opted to reject Glencore’s first bid despite it being $100 million superior to Yancoal’s.

Rio cited the progress in obtaining regulatory approvals as a major reason it preferred the Yancoal bid last week.     

However, the revised Glencore offer is fully funded and subject only to a limited number of regulatory approvals, it said in a statement.  

“Glencore's offer has been designed to address the points raised in Rio Tinto's announcement dated June 20 2017,” it said. 

“Glencore's offer is at least US$225 million greater than Yancoal's proposal.

“The full US$2.675 billion cash consideration is payable in full on completion – no deferred payments).”

Glencore’s revised offer remains conditional only on approval from China, Korea, Taiwan and Australia. The Swiss miner and commodities trader said Japanese regulatory approval to acquire C&A has already been obtained. 

“Glencore believes that there is no legal basis to consider that such approvals will not be obtained,” it said.

“Demonstrating our confidence in securing all approvals, Glencore's offer is supported by a US$225 million deposit, which will be forfeited if the transaction does not complete as a result of a failure to obtain a regulatory approval.”

Glencore said it believed it would obtain all regulatory approvals in a timely manner and that its offer fully compensated Rio Tinto for any potential delays beyond Yancoal's expected completion date as announced by Rio Tinto.

As well as receiving the earnings up to September 1 Rio Tinto will receive the greater of post tax cashflows of C&A for each month during the period from September 1 to completion, or $25 million per month post tax for each month during the period from September 1 to completion.

Glencore said the mechanism would also ensure Rio Tinto would have no significant downside coal price exposure from September 1 onwards.

“Glencore's offer is fully funded and is backed by a fully enforceable guarantee from Glencore Plc,” it said.

“Glencore has no discretionary right to terminate the deal where funding is not obtained on terms to its satisfaction – if regulatory approvals are obtained then Glencore must complete.

“Glencore's offer therefore provides far greater funding certainty to Rio Tinto shareholders.”

The Glencore believes its offer satisfies the criteria for a "superior proposal" because it delivers substantially greater value to Rio Tinto shareholders and low deal completion risk. 

“Rio Tinto must provide Yancoal with the opportunity to present a counter offer,” Glencore said. 

“If any such counter offer is determined by the Rio Tinto board to be equally or no less favourable than the competing proposal, then Rio Tinto must accept the Yancoal counter offer,” Glencore said. 

Glencore's offer will automatically lapse if it is not declared by Rio Tinto to be a superior proposal by June 26 and thereafter if a binding share purchase agreement has not been executed by July 5.

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