BHP announces ‘increased and final’ offer ratio for Anglo American

BHP Group Ltd (BHP) notes the announcement by Anglo American plc (NGLOY) regarding the extension of the deadline for a BHP proposal. In a notice to the London Stock Exchange, BHP stated: “As stated in Anglo American’s announcement of 24 April 2024, BHP was required to either announce a firm intention to make an offer for Anglo American or announce that it does not intend to make an offer by 5.00 p.m. (BST) on 22 May 2024. As set out in the Extension Announcement, the Board of Anglo American requested an extension of the deadline under Rule 2.6(c) of the UK Code with the consent of the UK Panel on Takeovers and Mergers. BHP confirms that on 20 May 2024 it submitted an increased and final offer ratio to the Board of Directors of Anglo American as part of its proposal for a potential combination with Anglo American to be effected by way of a scheme of arrangement. In putting forward the Final1 Offer Ratio, BHP has been guided by its capital allocation framework and its view of the fundamental value of Anglo American and BHP… Under the terms of the revised proposal, ordinary shareholders of Anglo American would receive: 0.8860 BHP shares for each ordinary share they own in Anglo American (BHP Share Consideration), which represents Anglo American shareholders owning, in aggregate, approximately 17.8% of the combined BHP and Anglo American group on completion of the potential combination (the Final1 Offer Ratio); and ordinary shares in Anglo Platinum and Kumba (which would be distributed by Anglo American to its shareholders in direct proportion to each shareholder’s effective interest in Anglo Platinum and Kumba). The Final Offer Ratio represents a total value of GBP 31.11 per Anglo American share based on the closing share prices of BHP as at 22 May 2024 and Anglo Platinum and Kumba as at 21 May 2024. The Final Offer Ratio will not be increased, except that BHP reserves the right to increase and/or otherwise improve the Final Offer Ratio if (i) there is an announcement on or after the date of this announcement of an offer or possible offer (including a partial offer) for Anglo American by a third party offeror(s) or potential offeror(s) (whether identified or not), (ii) the Board of Anglo American announces that it recommends or is minded to recommend an offer on better terms than the Final Offer Ratio or (iii) the Takeover Panel otherwise provides its consent… BHP is committed to a combination that leverages the best of both BHP and Anglo American and intends to offer Anglo American up to two positions on the Board of the combined entity. BHP will work closely and constructively with competition regulators and provide the information they need to assess the potential transaction. BHP is confident that it can obtain all required regulatory approvals and consummate a transaction that benefits customers globally. The revised proposal is non-binding and subject to customary conditions including completion of due diligence to the satisfaction of BHP. Anglo American has been offered reciprocal due diligence on BHP.”