Teck separation to create two new Canadian mining companies and opens a spectrum of opportunities
Ahead of a key shareholder vote Wednesday that was later cancelled, top executives from Teck Resources Ltd. and Glencore Plc had each been making their case to investors on the best path forward for the Vancouver-based mining company.
For weeks, the companies were engaged in lobbying efforts and now Teck said it is still looking to move ahead with its plan to segment its steelmaking coal business after incorporating shareholder feedback and crafting a simplified proposal.
Here’s a look at the timeline of events:
TECK'S PLANNED SPLIT
In February, Teck announced plans to split its business into two publically-listed independent companies.
One would be named Teck Metals Corp. and act as a low-cost base metals producer. The other entity would be named Elk Valley Resources Ltd. and would act as a high-margin steelmaking coal producer.
“This transformative transaction creates two strong, sustainable, world-class mining companies committed to responsibly providing essential resources the world needs,” Teck Chief Executive Officer Jonathan Price, said in a Feb. 21, 2023, press release.
On April 3, 2023, Teck said it turned down an unsolicited offer from Glencore to take over the company.
In a news release on April 3, Teck said its board is not considering a sale of the company at the time. The offer was opportunistically timed, Teck said, as it came when it was just starting to increase copper production at its flagship project in Chile.
The Swiss mining company presented the US$23 billion offer as a merger that would benefit shareholders. Glencore said its offer would include 7.78 of its shares for each Teck Class B subordinate voting share.
On the date of the offer, the deal would represent a 20 per cent premium on the share price, Glencore said in a release on April 3.
“The Proposed Merger Demerger would create two standalone companies with substantially larger and more diversified portfolios of assets than those of the proposed standalone Teck Metals and Elk Valley Resources,” Glencore said in the release.
In response to Glencore’s offer, Teck said it intends to move ahead with its plan to segment its metal and coals operations into two companies, which was announced in February.
In a note to investors on April 10, Teck reaffirmed its plan to segment its businesses while remaining opposed to Glencore’s offer.
“The fundamental flaws of Glencore’s proposal make it a non-starter and Glencore’s track record makes it an unsuitable acquirer,” the company said in the note.
GLENCORE SWEETENS THE DEAL
Following Teck’s rejection of Glencore’s offer, the Swiss mining company added a new cash element to the deal on April 11.
According to Bloomberg News, Glencore’s updated proposal was intended to quell some of Teck’s concerns about the deal, but the new proposal did not raise the total value of the offer.
Instead, the new proposal would have provided Teck shareholders with up to US$8.2 billion in cash.
Teck acknowledged the updated proposal from Glencore in an April 11 news release, but stated that it appeared to be “largely unchanged,” except for the new cash element.
“The revised proposal does not provide an increase in the overall value to be received by Teck shareholders or appear to address material risks previously raised by Teck,” Teck said in the release.
According to Bloomberg News, Glencore Chief Executive Officer Gary Nagle spoke directly to Teck shareholders in private calls. Nagle was said to be trying to sell shareholders of the Canadian mining company on the US$23-billion deal as well as get feedback.
On April 16, Teck’s controlling shareholder, Norman Keevil, stated his opposition to the proposal from Glencore. However, Keevil said he would be open to evaluating deals in the future after the company completes its planned split.
GLENCORE WILLING TO IMPROVE DEAL
In an open letter on April 19 to Teck’s Class B shareholders, Glencore said it is willing to consider improvements to its proposal.
The Swiss mining company said that it did not state the proposal was its “best and final” offer, noting that any improvements to the deal would be best considered through engagement with Teck’s board.
Glencore said that if it is not able to engage with Teck’s board, it will instead make an offer directly to shareholders.
As Teck and Glencore battle to sway the opinions of shareholders, the proposed deal has spurred discussions around if the company should remain under Canadian control and what role the federal government should play.
On April 17, Natural Resources Minister Jonathan Wilkinson told Bloomberg News that the federal government is following the situation playing out between the two companies.
He said that although he sees the value Teck brings to Canada’s economy, he will not insert himself into talks between the two mining companies.
On Monday, Deputy Prime Minister Chrystia Freeland said the federal government is closely monitoring the situation regarding Glencore’s offer to acquire the Canadian mining company.
In a letter to the Greater Vancouver Board of Trade Monday, Freeland, Wilkinson and Industry Minister Francois-Philippe Champagne highlighted the importance of mining critical minerals to ESG.
“The mining of critical minerals is key to the future and only companies that make serious commitments to ESG and strong partnerships with Indigenous Peoples will succeed,” the letter said.
“Teck is Canada’s largest diversified mining company, with assets of central importance to our country as we expand our critical minerals value chain and build a clean economy.”
TECK WITHDRAWS SEPARATION
On Wednesday, Teck cancelled the key shareholder vote just hours before it was expected to take place.
The Vancouver-based mining company said that it still intends to split the business while remaining opposed to Glencore’s offer.
“Glencore’s rejected proposals remain a non-starter, with the same flawed structure and material execution risks identified by our Board,” Price said in a release Wednesday.
The company will now look toward considering shareholder feedback and present a new proposal, Teck said in the release.
“We received very strong support from shareholders for the goal of separation, which is to unlock value through creation of a premier, pure-play base metals company and a world-class steelmaking coal company,” Price said.
“We have also listened and heard the feedback that some shareholders would prefer a more direct approach to separation.”
Price said that going forward the company will work toward completing a simpler version of its split.