Xstrata gives cautious blessing to $33 billion Glencore bid

Mon Oct 1, 2012 8:25am EDT
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By Clara Ferreira-Marques and Sinead Cruise

LONDON (Reuters) - Mining group Xstrata XTA.L gave its long-awaited blessing on Monday to a revised $33 billion bid from trader Glencore, bowing to investor pressure by changing the deal to ensure a payment plan to keep its top managers does not sink the tie-up.

Xstrata dropped its insistence that the overall deal be tied to a shareholders' vote on the controversial package which offers over 70 top executives a total of roughly 140 million pounds ($226 million) to dissuade them from quitting.

Now, through a complex structure of votes, investors will be able to express views against the retention plan without endangering the merger, bringing the deal closer to a conclusion almost eight months after it was first announced.

"I am glad that they have recommended the deal and also very pleased that they have unbundled the remuneration issue," said one of Xstrata's 40 largest institutional investors.

"As much as I, personally, think that the two companies will be better off merged, it would have been hard to vote in favor of the retention packages."

In the original all-share agreement, backed by Xstrata's board in February, shareholders had to support both the retention plan, then worth more than 170 million pounds, and the Glencore offer itself - or neither.

Xstrata argued its executives would be responsible for achieving the bulk of future profit. The board members later said changes to Glencore's bid last month - which put the trader's own chief executive at the helm at the expense of Xstrata's veteran boss Mick Davis - made the plan even more necessary to avoid a drain of its top executives.

But after months of public and private grumbling from institutional shareholders like BlackRock, Legal & General and Schroders, Xstrata has agreed to split the issues.   Continued...

Men hold placards as they demonstrate before the Glencore shareholders meeting in Zug, September 7, 2012. REUTERS/Michael Buholzer