Why Wall Street will win over BHP’s Anglo American play

BHP’s global headquarters in Melbourne. The Australian multinational is a leading producer of metallurgical coal, iron ore, nickel, copper and potash. Picture: AFP

BHP’s play for the majority of £27bn ($56bn) London-listed miner Anglo American will keep investment bankers and advisers busy for months to come, with further asset sales and attempts made to drum up rival interest.

Under BHP’s April 16 offer, confirmed on Thursday, it will buy all of Anglo American’s assets except its South Africa-based $14.5bn platinum business and South Africa-based $12bn Kumba iron ore business, for 0.7097 BHP shares for every Anglo American share.

It values the Anglo American share capital at STG31.1bn (A$59bn), higher than its $56bn last traded value and a 31 per cent premium to the last traded implied value of the assets.

But some think its South African diamond operation De Beers Group, with a market value worth $US1.46bn, will be offloaded as well, as the $231bn Australian-listed BHP is averse to operating in the troublesome jurisdiction.

The bid is now up for review by Anglo American, and BHP must come up with a formal proposal by May 22 or withdraw as part of the United Kingdom “Put Up or Shut Up” takeover laws.

They require a formal offer within 28 days of a bidder making an indicative approach or for the suitor to walk away, so it’s looking likely a solid proposal will emerge before the negotiations get going on price.

Centerview Partners, Morgan Stanley and Goldman Sachs are working to defend Anglo American, while BHP is advised by UBS and Barclays in a deal driven out of the United Kingdom.

Judging by the number of banks involved, this has been no last-minute exercise, and it leaves Wall Street rivals jockeying for a position to work with one of BHP’s rivals which may make a counter proposal for Anglo American.

Rio Tinto is known to be close to Macquarie Capital, and may also work with Citi which advised BHP on its purchase of Oz Minerals for $9.6bn – completed last year – while JPMorgan and Bank of America will likely be courting Glencore.

But Glencore, a major owner of copper assets globally, may struggle to gain regulatory clearance to also own Anglo American because it will dominate that market.

A deal would make a lot of sense for Rio Tinto, although it would be tough coming from a standing start to go up against BHP, which has clearly been working on this plan for up to a year or so.

Anglo American on watch

It was just expected to be a matter of time before a bidder came forward for Anglo American, which, at a time of booming commodity prices, has seen its share price go backwards and is now worth less than it was two years ago.

It has deep roots in the South African market, one unpopular for companies worried about their reputations because the fatality rates for mine workers are higher than in other jurisdictions, and this has weighed on its value.

This, along with its expensive Woodsmith project in the UK, an undersea potash project in a delicate geography that has set Anglo American back about $US5bn to $US6bn, according to analyst estimates.

But the group’s assets are far too attractive to ignore for the big players, particularly its large exposure to copper in Latin America where mines are large in scale, low cost and have a long life.

Copper is scarce but used in most electronics, and is important for BHP in a period of rampant technology advancement, energy transition and a move towards electric vehicles.

The Australian giant has had less exposure to the commodity than it would like.

Its coal assets, many of which are in Australia, are throwing off a lot of cash for steel production and will fund growth for the time being until Chinese steel production ultimately comes off the boil.

Platinum will be in lower demand in the future, as it’s a commodity used in vehicles but not needed for electric ones, hence BHP’s likely decision to side step that part of the business.

And its portfolio of potash assets used for fertiliser is also right in the sweet spot of BHP, which owns the Jansen potash project in Canada – one of the world’s largest potash mines.

The latest names on the ticket show it’s been a case of musical chairs when it comes to investment banks working with miners.

Goldman Sachs has traditionally been close to BHP, but changes in the top ranks have altered that, while Barclays has a former Deutsche Bank exec at the top in the UK who was once close to Rio Tinto.

The big hope for those not there is to convince a rival to bid, and an offer with cash could do it when it comes to contending with BHP.

However, miners aren’t known to bid cash on a deal this size.

The last big offer with cash in resources came from Rio Tinto when it purchased aluminium business Alcan for $US40bn in 2007 and it left Rio with too much debt and then wrestling with a sharp fall in the aluminium price.

While market analysts believe a bid from Glencore is unlikely, market experts say the Swiss trader should never be discounted.

The company needs more iron ore, which would make Anglo American appealing and it is not afraid of South Africa, and Glencore likes diamonds.

Sources say the deal has a long way to play out, and will cause other mining groups to “sharpen their swords” when it comes to transactions.