(Vancouver) The board of Teck Resources has rejected a new and improved offer from Swiss miner Glencore, while updating details of its own restructuring proposal.
The Vancouver-based company said Thursday that the new version of the offer does not represent the best interests of shareholders.
Teck said its board and management team still intend to move forward with the plan announced in February to split the metals and coal businesses into two separate businesses, Teck Metals. and Elk Valley Resources (EVR).
The company updated its own proposal on Thursday by allowing an earlier spin-off of the two businesses and placing a cap on spending on the spun-off coal division, to maximize free cash flow.
Teck called Glencore’s offer “opportunistic and unrealistic”.
Teck Chairman Sheila Murray argued that Teck’s plan “creates a significantly broader spectrum of opportunities to maximize Teck shareholder value.” »
“Teck has made it clear that being acquired by Glencore and merging with your thermal coal or oil trading business is not in the best interests of our shareholders,” Ms. Murray wrote in a letter to Glencore’s board.
“Since you have publicly stated that you are ready to spin off your thermal coal business, we suggest that you go ahead with this project, separate your oil business, and then re-contact Teck Metals once our own spin-off will have been completed. »
Teck is controlled by the Keevil family, which owns the company’s Class A shares along with Japanese company Sumitomo.
“The present moment, before the split, is not a good time to explore a transaction of this nature,” said Norman B. Keevil, chairman emeritus of Teck.
“I have the highest confidence in the strategy of our Board and our management teams to maximize shareholder value for Teck Metals and EVR post-split. »
Glencore’s initial proposal was all-equity and would have seen Glencore acquire Teck and then spin off the two companies’ metallurgical activities as well as parts of Glencore’s marketing activities into a single company. For their part, the coal activities of the two companies, and other related assets, would have formed a separate entity.
Revising its offer, Glencore acknowledged that some Teck investors may prefer a full exit from the coal sector and others may not want exposure to thermal coal. The addition of a cash portion to its offer was essentially to buy out Teck shareholders their coal exposure.
National Bank analyst Shane Nagle said in a note that Teck’s rejection of the latest version of Glencore’s offer was a positive and said the bank continues to view the restructuring put forward by Teck.
Teck shareholders will be called to vote on April 26 on the company’s plan to split its operations into two separate companies, Teck Metals and Elk Valley Resources.