| Tue 23 Jun 2009, 8:00 | | AGL - Anglo American Plc - Anglo American response to merger proposal |
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AGL
ANAAL
AGL - Anglo American Plc - Anglo American response to merger proposal
Anglo American Plc
Incorporated in the United Kingdom
(Registration number: 3564138)
Short name: Anglo
Share code: AGL
ISIN number: GB00B1XZS820
News Release
ANGLO AMERICAN RESPONSE TO MERGER PROPOSAL
On 21 June the Board of Anglo American plc (`Anglo American` or `the Group`)
announced that it had received a preliminary proposal from Xstrata plc
(`Xstrata`) in relation to a potential transaction involving the Group.
The Board of Anglo American has regularly reviewed its strategic alternatives,
including the rationale for a combination with Xstrata, as a way of progressing
Anglo American`s objectives. In view of Xstrata`s formal request that Anglo
American should now consider a merger, the Board has updated its views on the
merits of a potential combination.
The Board has concluded that a combination with Xstrata would profoundly impact
the nature of the Group`s portfolio by significantly diluting Anglo American`s
unique exposure to the structurally attractive platinum, iron ore and diamond
markets while increasing exposure to nickel and zinc.
In reaching its view the Board has also had particular regard to the comparative
quality and life of the producing assets and the growth to be delivered from the
respective project portfolios of the two companies.
The Board also believes that the integrated approach to asset optimisation and
procurement that the Group has implemented will deliver substantial further cost
savings for the benefit of Anglo American shareholders.
The Board has therefore concluded that the strategic case for the combination is
unattractive for Anglo American shareholders. Irrespective of this lack of
strategic merit, the terms proposed by Xstrata were totally unacceptable.
In the light of the review the Board of Anglo American has unanimously concluded
that the proposed combination with Xstrata would not be in the interest of Anglo
American shareholders.
For further information, please contact:
Anglo American
Nick Von Schirnding, Head of Investor and Corporate Affairs
Tel: +44 (0)20 7968 8540
Caroline Metcalfe, Investor Relations
Tel: +44 (0)20 7968 2192
Anna Poulter, Investor Relations
Tel: +27 (0)11 638 2079
James Wyatt-Tilby, Media Relations
Tel: +44 (0)20 7968 8759
Tel: +44 (0)7817 735 337
Pranill Ramchander, Media Relations
Tel: +27 (0)11 638 2592
Financial Dynamics
Andrew Lorenz
Tel: +44 (0)20 7269 7113
Tel: +44 (0)7775 641 807
Jon Simmons
Tel: +44 (0)20 7269 7278
Tel: +44 (0)7876 395 961
Brunswick
Rob Pinker
Tel: +27 (0)11 502 7402
Tel: +27 (0)83 326 7794
UBS Investment Bank
Alex Wilmot-Sitwell
James Hartop
Lucy Phillips
Tel: +44 20 7568 0000
Goldman Sachs International
Karen Cook
Julian Metherell
Jim Wight
Tel: +44 20 7774 1000
About Anglo American
Anglo American plc is one of the world`s largest mining groups. With its
subsidiaries, joint ventures and associates, it is a global leader in platinum
group metals and diamonds, with significant interests in coal, base and ferrous
metals, as well as an industrial minerals business. The Group is geographically
diverse, with operations in Africa, Europe, South and North America, Australia
and Asia.
(www.angloamerican.co.uk)
UBS Limited ("UBS Investment Bank") is acting exclusively for Anglo American and
no one else in connection with the proposal from Xstrata and will not be
responsible to anyone other than Anglo American for providing the protections
afforded to clients of UBS Investment Bank, or for providing advice in
connection with the proposal or any matter referred to herein.
Goldman Sachs International is acting exclusively for Anglo American and no one
else in connection with the proposal from Xstrata and will not be responsible to
anyone other than Anglo American for providing the protections afforded to
clients of Goldman Sachs International, or for providing advice in connection
with the proposal or any matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Anglo American or Xstrata plc ("Xstrata"),
all "dealings" in any "relevant securities" of that company (including by means
of an option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Anglo American or Xstrata,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of either Anglo American or Xstrata by Anglo American or Xstrata, or
by any of their respective "associates", must be disclosed by no later than
12.00 noon (London time) on the London business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether absolute or conditional, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Takeover Panel`s website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
23 June 2009
Sponsor: UBS South Africa (Pty) Ltd
Date: 23/06/2009 08:00:11 Produced by the JSE SENS Department.
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