appear to be numbered
business.theage.com.au/...ar-to-be-numbered/20080206-1qnd.html
LAST Friday's $US14 billion raid on Rio ended the opening rounds of the battle for Rio, and yesterday's sweetened, formal bid by BHP is the beginning of the end-game.
The conclusion is still many months away, probably set for the first half of next year, after labyrinthine regulatory mazes have been negotiated. Unexpected developments are still to be expected — but BHP has retaken the initiative, and Rio's days appear to be numbered.
At 3.4 BHP shares for every Rio share, the offer is in the zone: the market pricing of Rio since BHP went public with its three shares-for one merger proposal in November implied a 3.3 share ratio as a rebid base, and the new offer is pitched at a respectable 45% premium to Rio's weighted average share price in October last year, just before BHP was flushed out.
Rio's board will almost certainly continue to argue that the group is worth more, and BHP now has form on the question of value, having boosted an offer it was previously arguing vehemently was fully priced.
But BHP has now declared that it will be happy if it secures just enough shares to pass the 50% shareholding mark, and take control of Rio without moving to full ownership.
The lower minimum acceptance condition is an important development, because it undermines the power of the Rio board's recommendation, and dilutes the blocking power of the 9% stake in the dual-listed Rio that China's Chinalco and its partner, Alcoa of the US, compiled last Friday in an on-market raid.
Earlier incarnations of Rio itself that saw control run from the British parent down to the Australian affiliate, CRA, and from there to a stable of partly owned but securely controlled subsidiaries including Comalco and Bougainville Copper somewhat ironically provide a template for partly owned but tightly run stables.
The Rio board and the Chinalco-Alcoa combine are not impotent. BHP chief executive Marius Kloppers said yesterday that BHP wanted to own 100% of Rio — the multibillion-dollar gains BHP says it will harvest from cost savings and volume increases will be much more difficult to produce if does not — and even if 50% is achieved, 100% will be impossible if Chinalco and Alcoa withhold their 12% holding in Rio plc, and next to impossible if the Rio board recommends against acceptance.
BHP would also welcome Rio's blessing because it would open the way for the hostile bid to be replaced with the more efficient and less costly scheme of arrangement merger that BHP first proposed. BHP's hope now is that Rio will engage directly in discussions that might settle bid terms and allow a scheme to be revived.
The offer would deliver ownership of 44% of the merged group to Rio shareholders, compared with a 41% share under the merger proposal it replaces, and Rio's 35% share of combined market capitalisation in October, before BHP went public.
The sweetened terms are the first element of BHP's revised strategy, the decision to accept control and not full ownership the second: both are leveraged tactically by Britain's takeover code, which governs the offer timetable.
The receipt of key regulatory approvals for the creation of the world's most powerful resources company are preconditions of the bid. European Union merger clearance will be the toughest hurdle, given the tendency of well funded EU competition regulators to dissect deals minutely, and not infrequently restrict or even block them, but pre-conditional nods are also needed from the US Department of Justice, the Australian Government on foreign investment grounds, Australia's ACCC, and Canadian and South African merger regulators.
Given how slowly the wheels of bureaucracy turn, nobody will be surprised if the regulatory reviews run to the end of this year, nor would it surprise if regulators decided that aspects of the combination were anti-competitive, and needed to excised.
Complete rejection of the deal is less likely, but not impossible. Chinalco and Alcoa may have a role in this part of the process, as potential buyers of assets that may spin out. Their main area of interest is the bauxite to aluminium asset chain, a major element of the merger following Rio's $US38 billion takeover of Alcan last year.
If BHP still has an asset combination it wants at the end of the regulatory approval process and any side-deals generated by it, the offer will be put to the shareholders of the London and Australian arms of the dual-listed Rio, and a strict timetable imposed by Britain's takeover rules will kick in.
Unlike the Australian takeover regime, which allows multiple bid extensions, the British regime effectively creates a 60 day deadline. Bid terms must be locked by day 46, and the minimum acceptance condition has to satisfied by day 60. At that point, the bid will be decided — BHP will be either short of 50% and its offer will fail, or past 50% and in control, and then a final 21 day period will run to allow stragglers to accept.
A rush of acceptances would follow if BHP moved above 50% and the question of control — and the control premium — was decided, although Chinalco and Alcoa would still hold the key to full ownership, and their motives for taking a stake remain mysterious.
So far, the market is sending mixed signals about BHP's push. BHP shares fell by twice as much as the browbeaten market, losing $2.99 or 7.5%, at least partly on concern that BHP is offering too much. Rio nevertheless closed 2% above the new bid value.
The offer would deliver ownership of 44% of the merged group to Rio shareholders, compared with a 41% share under the merger proposal it replaces, and Rio's 35% share of combined market capitalisation in October, before BHP went public.
The sweetened terms are the first element of BHP's revised strategy, the decision to accept control and not full ownership the second: both are leveraged tactically by Britain's takeover code, which governs the offer timetable.
The receipt of key regulatory approvals for the creation of the world's most powerful resources company are preconditions of the bid. European Union merger clearance will be the toughest hurdle, given the tendency of well funded EU competition regulators to dissect deals minutely, and not infrequently restrict or even block them, but pre-conditional nods are also needed from the US Department of Justice, the Australian Government on foreign investment grounds, Australia's ACCC, and Canadian and South African merger regulators.
Given how slowly the wheels of bureaucracy turn, nobody will be surprised if the regulatory reviews run to the end of this year, nor would it surprise if regulators decided that aspects of the combination were anti-competitive, and needed to excised.
Complete rejection of the deal is less likely, but not impossible. Chinalco and Alcoa may have a role in this part of the process, as potential buyers of assets that may spin out. Their main area of interest is the bauxite to aluminium asset chain, a major element of the merger following Rio's $US38 billion takeover of Alcan last year.
If BHP still has an asset combination it wants at the end of the regulatory approval process and any side-deals generated by it, the offer will be put to the shareholders of the London and Australian arms of the dual-listed Rio, and a strict timetable imposed by Britain's takeover rules will kick in.
Unlike the Australian takeover regime, which allows multiple bid extensions, the British regime effectively creates a 60 day deadline. Bid terms must be locked by day 46, and the minimum acceptance condition has to satisfied by day 60. At that point, the bid will be decided — BHP will be either short of 50% and its offer will fail, or past 50% and in control, and then a final 21 day period will run to allow stragglers to accept.
A rush of acceptances would follow if BHP moved above 50% and the question of control — and the control premium — was decided, although Chinalco and Alcoa would still hold the key to full ownership, and their motives for taking a stake remain mysterious.
So far, the market is sending mixed signals about BHP's push. BHP shares fell by twice as much as the browbeaten market, losing $2.99 or 7.5%, at least partly on concern that BHP is offering too much. Rio nevertheless closed 2% above the new bid value.
The Maiden family owns BHP shares.
mmaiden@theage.com.au