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If Xstrata is to shut up on Anglo it should say so
Only a week to go before decision time and it looks increasingly as though Xstrata boss Mick Davis has already made up his mind and opted to walk away from making a formal bid for mining rival Anglo American.
Reuters correspondent Raji Menon quotes an unnamed top-10 shareholder in Xstrata saying: “They have pretty much indicated to us that they will be walking away”.
This makes sense – nothing has changed since Xstrata got a “put up or shut up” notice from the UK’s Takeover Panel, giving it until October 20 to make a formal offer or walk away for six months.
If Xstrata has indeed made up its mind, it should waste no time in telling investors that it has no plans to make an offer. Why wait?
Xstrata waiting plays into Anglo’s hands
Mick Davis is sticking to his guns over his proposal for a nil-premium merger between Xstrata and Anglo American. And well he might. The gap between the two mega-miners in terms of market capitalisation is tantalisingly close to zero.
But Davis should not think that this means a prolonged bear hug is going to persuade them to accept the miner’s proposal.
Davis approached Anglo when the market caps of the two companies had almost converged, following a rise in Xstrata’s share price and a fall in Anglo’s. Following the offer, the gap widened in anticipation of a premium from Xstrata or a white knight bid from another mining group. So far neither has materialised and the gap has closed again.
Now Anglo and Xstrata have both reported first-half earnings, Anglo, valued at 25.6 billion pounds ($43.4 billion), is trading at a premium of roughly 5 percent to its antagonist.
Xstrata thinks its offer to split the $1 billion of merger savings it believes it can extract down the middle is fair because (whisper it softly) Anglo is poorly managed. Of course Davis can’t say this openly because the deal is “friendly” but the focus on efficiencies and savings is designed to make the argument for him. Meanwhile, Anglo’s riposte is to stress its own cost-cutting prowess.
It told investors that it expected to be ahead of schedule on its plan to extract $2 billion of stand-alone savings by 2011. Efficient, see?
Moreover, Anglo is arguing that Xstrata has timed its pounce at a moment when two important subsidiaries — Anglo Platinum and De Beers — are cyclically depressed. These two entities are collectively worth an estimated $15 billion, more than a quarter of Anglo’s $58 billion enterprise value. Xstrata’s focus on coal — where sales have surged because of Chinese demand — has conversely helped inflate its value.
Davis recognises the pivotal role that Anglo’s newly-appointed chairman John Parker will have in deciding how this battle plays out, pointing out that Parker needs time to look at the business he is inheriting before making any move.
Anglo’s shareholders may not be pushing Parker to invite Davis into immediate talks, but they will want to know how easy it will be to fix these assets, whether their value can be pushed up substantially, and whether the group has the management to deliver this.
If Parker can’t come up with a convincing answer, that may again raise questions about Anglo’s future as a standalone business. At that point, Davis may have another bite at the cherry.
It is significant that Parker hasn’t forced Davis to “put up or shut up” in UK bid parlance and either make a bid or push off for six months. Perhaps he sees value in having Xstrata as an option to get Anglo’s chief executive Cynthia Carroll working her socks off to turn Anglo round.
A White Knight rides to Anglo’s rescue
There may be faint disappointment in Pretoria at the appointment of another white man to chair Anglo American, South Africa’s flagship business, but the blow is much worse in Zug, the head office of Xstrata, the miner that wants to merge with Anglo. Xstrata had sensed weakness at Anglo, and as stories undermining Cynthia Carroll, Anglo’s chief executive, started circulating, her opposite number, Mick Davis, saw his chance. As the Anglo share price wilted following its unwelcome decision to scrap the dividend, he proposed what he disingenuously called a “merger of equals”. The market values may have been equal at that moment, but they are not now, with Anglo valued at 20 billion pounds against Xstrata’s 17 billion pounds. The news that John Parker is to join the board and become chairman next month will reassure Anglo’s shareholders that the company is serious about addressing their concerns about how the business is being run. Parker is a Northern Irishman of great charm whose easy-going manner conceals an ability to encapsulate and get to the kernel of complicated arguments. His arrival changes the dynamics of the international mining business, and makes it much more likely that Anglo will take an active, rather than passive, role in the consolidation that the market appears to be demanding. The appointment probably puts Anglo beyond Davis’ reach, although he should not be underestimated. Michael Rawlinson at brokers Liberium has already remarked on the parallels with BHP Billiton: “BHP shareholders initially resented the terms of the merger, but eight years on it is clear that the cultural renewal…has created a stand out industry leader.” Davis could also promise the South Africans further local involvement, arguing that its record over black empowerment is better than Anglo’s. Yet even that might not be enough, now that a white knight is riding in to take charge at Castle Anglo.
from Neil Collins:
Mick to Cyn: that letter in full
An early draft of the letter from Mick Davis of Xstrata to Cynthia Carroll of Anglo American has fallen into my hands. The public interest demands that I publish it.
Strictly private and confidential
Dear Cyn
I've been told by my advisers that I ought to write to you, so here goes. I assume you read the papers. Even if none of your shareholders has actually phoned to tell you the game's up, you'll have read that they don't think you're equipped to run a big mining company.
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The Wall
