On 20 May 2024, the Board of Anglo American received a third unsolicited, non-binding and highly conditional takeover proposal from BHP Group Limited.
Under the terms of the Latest Proposal, for each Anglo American share owned, Anglo American’s shareholders would receive, 1: 0.8860 BHP shares; and 2: Ordinary shares in each of Anglo American Platinum Limited and of Kumba Iron Ore Limited (distributed by Anglo American to its shareholders in direct proportion to Anglo American’s shareholders’ effective interest in Anglo American Platinum Limited and Kumba Iron Ore Limited).
The terms of the Latest Proposal represent a total value, based on undisturbed share prices as at market close on 23 April 2024, of approximately £29.34 per Anglo American share. On the basis of the 30-day and 90-day volume weighted average share prices up to and including 23 April 2024, the terms of the Latest Proposal would value Anglo American at £29.91 and £29.67 per Anglo American share, respectively.
The Latest Proposal includes the same highly complex structure as the proposals previously rejected on 26 April 2024 and 13 May 2024. This involves an all-share offer for Anglo American by BHP, with a requirement for Anglo American to complete two separate demergers of its entire shareholdings in Anglo American Platinum Limited and Kumba Iron Ore Limited to Anglo American’s shareholders. The all-share offer and required demergers would be inter-conditional.
In addition, the Board has also considered detailed feedback from its extensive engagement with Anglo American’s shareholders and stakeholders since the release of Anglo American’s accelerated plans for delivery of its standalone strategy on 14 May 2024, continuing its engagement with its shareholders since the approach from BHP became public on 24 April 2024.
The Board is confident in Anglo American’s standalone future prospects and believes that Anglo American has set out a clear pathway to deliver the acceleration of its strategy detailed on 14 May 2024 that is expected to unlock significant and undiluted value for Anglo American’s shareholders.
Taking the above considerations into account, the Board of Anglo American has unanimously rejected the Latest Proposal.
Stuart Chambers, Chairman of Anglo American, commented, “The Board is confident in Anglo American’s standalone future prospects and believes that Anglo American has set out a clear pathway and timeframe to deliver the acceleration of its strategy to unlock significant and undiluted value for Anglo American’s shareholders.
The Board considered BHP’s Latest Proposal carefully, concluded it does not meet expectations of value delivered to Anglo American’s shareholders, and has unanimously rejected it.
In particular, it does not address the Board’s concerns about the structure, which results in significant complexity, execution risks and an extended timeline to completion and consequently has the potential for material value leakage to be disproportionately suffered by Anglo American’s shareholders. Multiple engagements with the BHP team have not yet been able to resolve the concerns on these issues.
This announcement is being made without the agreement or approval of BHP, said Anglo American.
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