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本帖最后由 !感-杠-问? 于 2012-9-25 18:50 编辑
Glencore and Xstrata
Miner irritations
The tortuous[D1] route to a mining mega-merger[D2]
Sep 15th 2012 | from the print edition
AS A former champion race walker, Glencore’s boss, Ivan Glasenberg, knows all about ungainly[D3] ways of getting from A to B. The merger of equals between his mining and commodities trader and Xstrata, another mining behemoth[D4], proposed in February this year, has proved just as odd a spectacle as any walking race and with as many twists and turns. But the result now looks just as some pundits[D5] predicted when the deal was first mooted[D6]: Glencore is upping[D7] its offer a bit to ensure that the deal goes through.
The original offer, recommended by its board, was for Xstrata’s investors to get 2.8 Glencore shares for each of their own. Most analysts reckoned that Glencore might have to stump up[D8] a bit more. What they had not reckoned on was the emergence of Qatar’s sovereign-wealth fund as a big shareholder in Xstrata. As the deal progressed[D9] it added to a small stake[D10], amassing[D11] 12% of the firm.
A row over generous retention[D12] bonuses for Xstrata’s bosses seemed to be the biggest threat to the deal. Then in June the Qataris surprised and annoyed both firms by demanding a price of 3.25 Glencore shares as their price for support. The “scheme of arrangement” for the merger required backing from 75% of Xstrata’s shareholders. Given that Glencore’s 34% take in Xstrata would not be voted, Qatar’s holding amounted to a blocking stake[D13].
Mr Glasenberg, an obdurate[D14] character, refused to budge[D15], saying that he did not regard the tie-up[D16] as a “must do” deal anyway. Yet Glencore’s initial public offering (IPO) last year went ahead mainly to give his firm the currency to make an offer for Xstrata. The logic of the deal is compelling[D17]. Scale is everything in mining and their close relationship (Xstrata was created in a spin-off[D18] of Glencore’s coal mines in 2002) should make integration straightforward and cost savings plentiful by marketing all of Xstrata’s output through Glencore.
It was odd, too, that the Qataris should take such a hard line[D19] and risk the deal foundering. The fund planned to become a big investor in Glencore at its IPO but it wanted a discount, which neither Glencore nor stockmarket rules would allow. Most analysts reckon that the Qataris bought Xstrata’s shares as a way of getting a stake in Glencore cheaply when the deal, which it was now threatening, went through. But as commodity prices turned and Xstrata’s shares fell by 30% in May and June, the Qatari fund found itself a long way out of pocket[D20]. Analysts suspect that this explains the sudden demand for more cash.
The deal was on the verge[D21] of collapse before a last-gasp[D22] meeting between the Qataris and Glencore on September 6th, a day before the new deadline. That it was brokered[D23] at Glencore’s request by Tony Blair, a former British prime minister turned Middle East peace envoy[D24], added another layer of intrigue[D25] to the saga[D26]. The result was that Glencore and the Qataris shook hands on a price of 3.05 Glencore shares per Xstrata share.
Some investors may still object to the watered-down[D27] retention bonuses set to be paid to Xstrata’s bosses. Another risk is the price Glencore has extracted for giving in to[D28] the Qataris: Mick Davis, Xstrata’s chief executive, who was originally to have taken the reins[D29] permanently at the new firm, will now do the top job only for six months before handing over to Mr Glasenberg. Xstrata’s board will decide on the new offer by September 24th but looks likely to agree, having previously given the nod to a price of 2.8 shares, as long as it also reckons that Mr Davis’s swift departure is in its shareholders’ interests.
Ivan the credible
A deal that now looks more like a takeover of Xstrata by Glencore may not be such a bad thing. A company in the mould[D30] of Glencore may be better placed to withstand the current slump in commodity prices. Critics who argue that only Mr Davis knows how best to run a mine and dismiss Mr Glasenberg as no more than a wily[D31] trader ignore Glencore’s ability to build top-class assets such as Prodecco, a Colombian coal mine.
Xstrata’s focus on capital-hungry organic growth[D32] and greenfield projects[D33] looks less attractive now that commodity prices are falling. These grand schemes invariably[D34] arrive late and over budget. Glencore’s way of growing is to sniff out[D35] bargains among the 7,000 suppliers to its trading arm[D36], buying smaller, undervalued assets in places where other big miners would fear to tread[D37] (such as hairier[D38] parts of Africa and Central Asia) when opportunities present themselves[D39]. This avoids the risks of breaking ground for a new mine.
Glencore also has more sources of profits than just mining. As Ash Lazenby of Liberum Capital, a broker[D40], points out, a Glencore-led firm could look beyond coal and industrial metals. Its recent acquisition of Viterra, a Canadian grain-handling firm, shows that Glencore’s trading business gives it an eye for an opportunity that other big miners could not contemplat[D41]. This doubtless explains why Mr Glasenberg gave in to the Qataris rather than walk away from the deal.
from the print edition | Business
[D1]tortuous adjective complicated and long and therefore confusing
[D2]mega- prefix very big
[D3]ungainly adjective moving in a way that does not look graceful
[D4]behemoth noun [countable] formal something that is very large
[D5]pundit noun [countable] someone who is often asked to give their opinion publicly of a situation or subject
[D6]be mooted to be suggested for people to consider [= put forward]
[D7]up verb [transitive] to increase the amount or level of something
[D8]stump up (something) British English informal to pay money, even if it is difficult or when you do not want to
[D9]progress verb [intransitive and transitive] if an activity such as work or a project progresses, or you progress it, it continues
[D10]stake [countable] money that you risk as the result of a horse race, card game etc
[D11]amass verb [transitive] if you amass money, information etc, you gradually collect a large amount of it
[D12]retention noun [uncountable] formal the act of keeping something
[D13]blocking stack noun (also blocking minority) someone who has a blocking minority in a company owns enough of that company's shares to prevent other companies buying or controlling it
[D14]obdurate adjective formal very determined not to change your beliefs, actions, or feelings, in a way that seems unreasonable [= stubborn]
[D15]budge verb [intransitive, transitive usually in negatives] to change your opinion, or to make someone change their opinion
[D16]tie-up noun [countable] informal
1 an agreement to become business partners
2 British English a strong connection between two or more things
[D17]compelling adjective very interesting or exciting, so that you have to pay attention
[D18]spin-off noun [countable] a separate and partly independent company that is formed from parts of an existing company, or the action or forming a company in this way
[D19]line [singular] an opinion or attitude, especially one that someone states publicly and that influences their actions
[D20]pocket noun [countable] the amount of money that you have to spend
[D21]verge noun [countable] be on the verge of something to be at the point where something is about to happen
[D22]gasp noun [countable] somebody’s / something’s last gasp the time when someone is about to die, or when something is about to stop happening or existing
[D23]broker verb [transitive] broker a deal / settlement / treaty etc to arrange the details of a deal etc so that everyone can agree to it
[D24]envoy noun [countable] someone who is sent to another country as an official representative [= emissary]
[D25]intrigue noun [uncountable and countable] the making of secret plans to harm someone or make them lose their position of power, or a plan of this kind
[D26]sage noun [countable] a long and complicated series of events, or a description of this
[D27]watered-down adjective a watered-down plan, report etc has been changed so that it is less extreme or forceful than when it was first written - used to show disapproval
[D28]give in to finally agree to do or accept something that you had at first opposed, especially because someone has forced or persuaded you to give in to
[D29]take / hand over the reins to take or give someone control over an organization or country
[D30]mould British English, mold American English noun [singular] if someone is in a particular mould, or fits into a particular mould, they have all the attutudes and qualities typical of a type of person in the mould of somebody / something
[D31]wily adjective clever at getting what you want, especially by tricking people [= cunning]
[D32]organic growth In finance, organic growth is the process of businesses expansion due to increasing overall customer base, increased output per customer or representative, new sales, or any combination of the above, as opposed to mergers and acquisitions that are examples of inorganic growth.
[D33]greenfield project In many disciplines a greenfield is a project that lacks any constraints imposed by prior work. The analogy is to that of construction on greenfield land where there is no need to remodel or demolish an existing structure. A Greenfield Investment is the investment in a manufacturing, office, or other physical company-related structure or group of structures in an area where no previous facilities exist. Greenfield Investing is usually offered as an alternative to another form of investment, such as mergers and acquisitions, joint ventures, or licensing agreements.
[D34]invariably adverb if something invariably happens or is invariably true, it always happens or is true
[D35]sniff something ↔ out informal to find out or discover something
[D36]arm noun [countable] a part of a large group that is responsible for a particular type of activity
[D37]tread verb (past tense trod, past participle trodden) [intransitive always + adverb / preposition] British English to put your foot on or in something while you are walking [= step]
[D38]hairy adjective (comparative hairier, superlative hairiest) informal dangerous or frightening, often in a way that is exciting
[D39]something present itself if a situation, opportunity etc presents itself, it suddenly happens or exists
[D40]broker noun [countable] someone who arranges sales or business agreements for other people
[D41]contemplate verb [transitive] to think about something that you might do in the future [= consider]
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