LONDON -- Is Glencore's
That may be bad for Xstrata shareholders in the short term, but they stand to do better in the longer term. And it might just create a buying opportunity.
Fair exchange, or gravy for insiders?
Glencore offered 2.8 of its shares for each Xstrata share. The Qataris want 3.25. Which is fairer? Commercial negotiation between the two company boards should settle at the right answer.
Unfortunately, negotiations haven't been conducted between two equal parties. Glencore has a 34% shareholding in Xstrata and three members on its board. They don't vote on the deal, but it creates an inequality of information that must have made price negotiation somewhat one-sided.
More significantly, investors were outraged that under the agreed terms, Xstrata's management would receive 173 million pounds in retention payments, just for turning up. Xstrata CEO Mick Davies would pocket at least 30 million pounds of that. The terms have since been adjusted to make some of it performance-related. But Davies does so well out of the deal that his objectivity is questionable.
What of independent chairman Sir John Bond? He is set to become chairman of the combined group, so he does well out of the merger, too. Xstrata's senior independent director, former BP boss Tony Hayward, also gets that job at the combined group.
So Xstrata's shareholders have every reason to question whether the board is really committed to their best interests. That's effectively what the Qatari sovereign wealth fund, and some vocal shareholders such as Schroders, are doing. If the shareholder revolt is successful, they might well seek to clean out the board.
Times they are a-changing
The 15% premium to Xstrata's share price that the offer represented never looked generous. Since then, the outlook for commodity markets has softened further and the whole sector has slipped. Glencore's share price has dropped 15% since the deal was agreed in February.
Xstrata's price has dropped 24%. Reflecting the market's doubts that the deal will be consummated, it's trading at a 10% discount to the implied merger terms.
Nevertheless, the possibility of a deal -- which Liberium Capital recently put at 40% -- may be a factor buoying the price. So if that goes away in next month's vote, Xstrata shareholders might suffer in the short term.
But longer term, Xstrata should have good growth prospects -- and better ones than Glencore's. It's developing more than 20 projects that together aim to increase production volumes by 50% and reduce average operating costs by 20% by 2015. Whatever the outlook for commodities, the value in efficient, low-cost mines should eventually out.
So Xstrata's share price might fall initially, but its longer-term prospects look good. It could be a buying opportunity.
The fall in mining's shares is a cyclical trend that echoes the knock-on effect of China's slowing growth, plus fears of a possible hard landing, on commodity markets. It's hitting earnings, and causing development projects to be canceled or delayed. BHP Billiton
There are lots of opportunities in the mining sector, but, as with all cyclical industries, stock picking and timing make all the difference. It's one of the Motley Fool's top sectors of 2012. I recommend that you read the free report, which you can download to your inbox here.
Are you uncertain how to value oil and gas companies? Do you want to invest in the sector but are unsure which stocks to pick? 'How to Unearth Great Oil and Gas Shares' is the latest free report from the Motley Fool packed full of tips and advice.
More investment opportunities
Tony owns shares in Xstrata and Rio but no other shares mentioned in this article. The Motley Fool has a disclosure policy. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. Try any of our Foolish newsletter services free for 30 days.
More from The Motley Fool
You Need to Hear the SEC's Warning on Cryptocurrencies and ICOs
Before you invest in the next hot ICO, here's what you need to know.
Americans Say It Takes $2.4 Million to Be Wealthy. Here's How to Get There in Time for Retirement
Think you'll never be a millionaire? It's easier than you might expect.
Better Buy: Amazon.com, Inc. vs. Google
We pit these two market titans against each other to see which is the best investment today.