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嘉能可 · 官方新闻·PicksAI score72.0

嘉能可(Glencore)回应力拓不提出收购要约

Response to Rule 2.8 announcement from Rio Tinto

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AI summary

嘉能可(Glencore)董事会注意到力拓确认不打算对其提出收购要约,力拓因此受《城市收购与合并守则》第2.8条限制。嘉能可称双方未能就合并条款达成一致,潜在要约的关键条款为力拓保留董事长和首席执行官两个职位,且合并后公司的备考持股比例显著低估了嘉能可对合并集团的相对价值贡献,也未充分体现其铜业务及增长项目管线。嘉能可表示该拟议收购不符合股东最佳利益,并将继续聚焦2026年优先事项和运营目标。

Why it matters

嘉能可(Glencore)说明力拓潜在收购方案在治理安排与股权比例上的分歧,可了解双方合并谈判未果的关键条件。

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

The Board of Glencore notes the announcement made by Rio Tinto plc and Rio Tinto Limited (together, “Rio Tinto”) earlier today confirming that it does not intend to make an offer for Glencore. As a result, Rio Tinto is bound by the restrictions set out in Rule 2.8 of the City Code on Takeovers and Mergers. The parties were unable to reach agreement on the terms of a combination.

The key terms of the potential offer were Rio Tinto retaining both the Chairman and Chief Executive Officer roles and delivering a proforma ownership of the combined company which, in our view, significantly undervalued Glencore’s underlying relative value contribution to the combined group, even before consideration of a suitable acquisition control premium. 

We concluded that the proposed acquisition on these terms is not in the best interests of Glencore shareholders. It does not reflect our view on long term, through the cycle relative value, including not adequately valuing our copper business, and its leading growth pipeline, and apportioning material synergy value potential.

Glencore’s standalone investment case is strong. We have a well-diversified business across a range of commodities, supported by one of the best marketing franchises in the industry. We are uniquely positioned to support the energy needs of today whilst providing many of the transition enabling commodities the world needs as demand changes.  

We have optimised and simplified our operating structures, which has promoted accountability and delivery, and supported our achieving, for the second consecutive year, full year production for our key commodities within guidance ranges.

We have continued to upgrade the quality of our portfolio of assets, have invested strategically in new opportunities, and now have an exceptional portfolio of copper projects, which provides a pathway from an already significant copper producer, to become one of the world’s largest producers over the next decade.

We remain focussed on delivering on our 2026 priorities, achieving our operational targets and derisking and successfully progressing our organic growth volumes, all with the objective of supporting long-term value creation for shareholders.  

Additional information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. 

The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

LEI number: 2138002658CPO9NBH955 

Source: 嘉能可 · 官方新闻 · glencore.com

Licence: 负责人声明许可;来源异议或指示可逐项收紧

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Companies in this article

  • 嘉能可 (Glencore)

    嘉能可董事会回应力拓不提出收购要约的公告,认为拟议收购条款显著低估嘉能可的相对价值贡献,不符合股东最佳利益。

    Source of the data: 原文依据

  • 力拓 (Rio Tinto)

    力拓确认不打算对嘉能可提出收购要约,因此受英国《城市收购与合并守则》第2.8条限制。

    Source of the data: 原文依据

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