(Zurich) Swiss commodities giant Glencore published an open letter to shareholders of Canadian mining group Teck Resources on Wednesday to try to convince them to accept its takeover offer, assuring them that it was ready to further improve its proposal.
“ We believe that with a commitment, we could improve the terms and the value of our proposal, which would be in the best interest of all Teck shareholders ”, asserts the Swiss group while board of directors of the company Canadian has already rebuffed his advances twice.
The open letter is addressed to class B shareholders, the shares of Teck Resources being divided into two categories. Class A shares have more voting rights.
Ahead of an extraordinary general meeting, Glencore urges Teck shareholders “ to act ” in support of its offer, saying it is ready to meet with the board of directors and/or management “ at any time ” to consider its proposal .
In February, Teck Resources, one of the main mining groups in Canada, unveiled a plan proposing to separate from metallurgical coal by splitting its activities in two. Its shareholders have been called to vote on this project at an extraordinary general meeting to be held on April 26.
But in the meantime, Glencore has made an offer to Teck to merge their activities and simultaneously split them to create two companies, one specialized in metals and the other in coal.
This offer of over $22.5 billion represented a 20% premium to Teck’s closing price on March 24. The Canadian group immediately refused it.
Among their arguments, its leaders warned that Glencore’s activities also include thermal coal, much more contested than metallurgical coal because of its CO2 emissions and its contribution to climate change.
Faced with this refusal, Glencore modified its proposal on April 11, offering shareholders of Teck Resources who wish to exit coal to receive 24% of MetalsCo, one of the two companies that would emerge from its offer, as well as a payment in cash of which the total amount is $8.2 billion. Teck’s board again refused.
On Monday, Norman Keevil, the family patriarch who owns a large part of the class A shares, supported the leaders of Teck, saying he was open to a transaction “ with the right partner ” and on the “ good terms ” but “after the separation “. Glencore’s proposal is not the right one and comes “at the wrong time”, he said.
Class A shares have 100 votes per security, compared to 1 for Class B shares. Class A shares, held by the Keevil family through Temagami Mining as well as a subsidiary of the Japanese group Sumitomo Metal Mining, represent 60.5% of the voting rights, according to the annual report of Teck Resources.
The activist fund Bluebell Capital, shareholder of the two groups with an undisclosed stake, believes that Glencore itself should start by separating from its own coal activities, even if it means discussing with Teck later when the latter ci will have completed its own project, the fund told AFP, which sent a letter to Glencore executives.
However, Glencore defends its proposal, explaining that an a posteriori merger would create a “financially complex” situation. He questions the transitional measures provided for in Teck’s proposed split, which, according to him, would complicate the integration if the merger were to take place at a later date.
His proposal “could no longer be implemented in its current form”, he wrote in his open letter to shareholders.
“ We encourage Teck’s shareholders to take action to ensure that Teck’s board of directors engages in good faith negotiations”, writes the Swiss giant active in both brokerage and the extraction of raw materials.