September 12, 2025 | Materials | North America | Active
On 9-Sep-25, London-listed Anglo American (“Anglo”) agreed to merge with Canadian copper miner Teck Resources (“Teck”) in a CAD 70bn merger-of-equals. The new company, “Anglo Teck”, will be UK-incorporated, headquartered in Vancouver, and listed in London, Johannesburg, Toronto, and New York. Anglo CEO Duncan Wanblad will lead as CEO, with Teck CEO Jonathan Price taking on a Deputy CEO role. Each side will nominate half of the non-executive directors, and senior executives will be based in Canada, with meaningful representation from South Africa and the UK. The merger is structured as a plan of arrangement governed by the Canada Business Corporations Act, whereby Teck shareholders will receive 1.3301 Anglo shares for each Teck Class A common (TECK/A CN, $320k average daily trading value) and each Class B subordinate voting share (TECK/B CN, $165m ADTV). Anglo will declare a $4.5bn special dividend (CAD 4.19 per share), to be paid only to Anglo shareholders, before merger completion. This aims to create a more efficient balance sheet and “balanced participation” between the two shareholder bases: post-closing, Anglo shareholders will hold 62.4% of Anglo Teck, with Teck shareholders owning 37.6%. At announcement, and excluding the effects of the special dividend, the merger ratio valued Teck at CAD 56.77 per share (USD 41.13), a 17.1% premium its undisturbed price. Notably, the special dividend is a condition to closing and the parties’ payments of future, regular distributions will be aligned through completion. Eligible Canadian holders can elect for exchangeable shares in a “Canadian subsidiary of Anglo”, which carry the same economic and voting rights as Anglo Teck ordinary shares, listed in Toronto, and are exchangeable into Anglo Teck shares for up to 15 years. To note, Teck has Class B shares dually listed on the NYSE (TECK US, $230m ADTV), while Anglo has ADRs that trade in the US (NGLOY US, $3.5m ADTV), and listed shares in South Africa (AGL SJ, $45m ADTV). Class A shares carry the right to 100 votes per share while Class B shares carry one vote per share, and each Class A share is convertible, at the option of the holder, into one Class B share, with an automatic conversion on 12-May-29. Concerning the vote, approval is needed from two-thirds of Teck Class A and Class B shareholders, voting separately, with dissenters capped at 5%. Anglo shareholders must approve the issuance of new shares and the name change to Anglo Teck by a simple majority. T eck’s board unanimously recommends the merger, and Scotiabank and BMO Capital Markets have deemed the exchange ratio to be “fair, from a financial point of view.” Anglo’s board reached the same conclusion and will recommend that its shareholders vote in favour of the deal. Temagami Mining Company, SMM Resources, Dr. Norman Keevil, and certain directors and executives, holding 79.8% of Teck Class A shares, 0.02% of Class B shares, and 0.01% of Anglo shares, have signed voting agreements in support of the merger. Dr. Keevil, Chair Emeritus, said in a statement that “the merger will be a strong step forward for each of Anglo and Teck.” The merger is subject to regulatory clearance in multiple jurisdictions, including Australia, Canada, Chile, China, the EU, Japan, Mexico, Peru, South Korea, and the US, as well as approval under the Investment Canada Act. The Arrangement Agreement ...
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