-- Glencore says Xstrata's board has proposed amendments to its incentive arrangements
-- Glencore didn't comment on Qatar's call for a 16% rise in the share-swap merger ratio
-- UBS says the merger is clearly at risk
(Adds analyst comment and details throughout.)
By Alex MacDonald
LONDON--Glencore International PLC (GLEN.LN) said Wednesday that Xstrata PLC's (XTA.LN) board of directors has proposed tweaking the terms of its retention package linked to the global commodities' giants planned merger of equals, amid a groundswell of opposition to the propositions.
Glencore provided no details on Xstrata's proposal, nor did it comment on sovereign wealth fund Qatar Holding's surprise call for a sweetening of Glencore's offer terms for the Anglo-Swiss miner.
Glencore and Xstrata are trying to secure shareholder votes for a merger of equals that would create the world's fourth largest diversified mining company, with a market capitalization of close to $56 billion based on current share prices. The two are facing mounting opposition after Qatar, Xstrata's second largest shareholder, called for a better share-swap ratio and several large shareholders expressed concern over Xstrata's GBP173 million retention package.
Xstrata's shareholders will vote July 12 both on that package and the deal itself. A 'no' vote on either would scupper the deal, since the two are interlinked, and the possibility of the deal being struck down in its current terms has increased unless both terms are tweaked.
The "Glencore Xstrata merger [is] clearly at risk," said UBS in a note, adding that both managements have been adamant that the current terms are fair and were only agreed to after extensive negotiations.
Qatar Holding, which has a near 11% stake in Xstrata, called on Glencore Tuesday to boost the proposed share-swap ratio to 3.25 Glencore shares for every Xstrata share, up 16% from the proposed 2.8 shares.
Other large investors, such as Fidelity Worldwide Investment and Standard Life Investments, have also said that the ratio wasn't sufficiently attractive. Standard Life holds 1.7% of Xstrata's shares and Fidelity owns 0.6%, bringing the total number of shareholders that could potentially block the deal to 13.3% of Xstrata's share base.
Xstrata's two-pronged shareholder vote is structured in such a way that the deal would be blocked if shareholders representing just over 16% of Xstrata's share capital vote against the deal. The deal would also be blocked if 33% of Xstrata's shareholders vote against the retention package. Glencore, which owns 34% in Xstrata, isn't allowed to take part in either vote.
Some of Xstrata's large shareholders have already expressed ire over Xstrata's hefty retention package, which would pay GBP29 million to Xstrata's Chief Executive Mick Davis over a three-year period for staying on board, with no obligation to meet performance targets.
Dominic Rossi, global CIO equities at Fidelity Worldwide Investment, described the retention package as "provocative and insensitive given the current climate," while David Cumming, head of equities at Standard Life Investments said it was "unacceptable and depressing."
Xstrata previously said the retention package was necessary in order to retain Xstrata's management and has made the deal approval contingent upon approval of the package.
At 0845 GMT, Xstrata's shares were down 1.5 at 737.7 pence, while Glencore's shares were down 3.2% at 293 pence. The FTSE 350 mining index was down 0.7%.
-Write to Alex MacDonald at firstname.lastname@example.org
(END) Dow Jones Newswires
June 27, 2012 05:09 ET (09:09 GMT)
Copyright (c) 2012 Dow Jones & Company, Inc.