(Bloomberg) — At 7:30 a.m. on Wednesday morning, Anglo American Plc Chairman Stuart Chambers wrapped up a board meeting from the company’s London headquarters, on the street where its iconic De Beers business had called home for almost a century.
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The directors had spent the past hour discussing an overnight request from BHP Group to extend the deadline for its $49 billion takeover bid, set to expire later in the day. Halfway through their meeting, phones lit up with what would prove to be BHP’s final move in the six-week tug-of-war: a statement making its case for a deal, and a public plea for more time.
But Anglo’s directors reached a unanimous decision. There would be no more chances.
The board’s verdict all but assured Anglo’s continued survival — at least for now. But it’s also fired the starting pistol on a new chapter for the 107-year-old company and its South African boss, Duncan Wanblad, who must now make good on a dramatic turnaround plan while under the scrutiny of predatory rivals, as well as shareholders who have just watched a 39% takeover premium walk out the door.
“I don’t want anything to get in the way of getting this done,” Wanblad said Thursday. “We want to demonstrate early progress, and continuous progress. It will get done.”
The CEO has been in the job for just over two years. He inherited a company that was riding high, buoyed by strong commodity markets, but things quickly soured as weaker prices laid bare a series of problems across the company’s sprawling portfolio that had been bubbling below the surface.
Read: Anglo’s Stumbles Make It Prey for Mining’s Biggest Predator
Now he’s promised to save Anglo by breaking it apart, with an ambitious plan to exit platinum and coal, and either sell or spin off De Beers. Wanblad still needs to find a solution to a huge, half-built fertilizer project in the northeast of England that he championed before becoming CEO. And he’ll need to do it all while looking over his shoulder: BHP can come back in six months if it chooses. And the businesses that Anglo has committed to hive off are the same ones that have long deterred other suitors.
“The pressure is on Anglo,” said Liberum analyst Ben Davis. “If they don’t deliver, they are done. Even if they do deliver, they are probably done.”
Discussed Defense
In the weeks after the takeover bid first became public, both companies appeared to be on the back foot. BHP was left fumbling after an initial mishandling of South Africa — including a hastily arranged dash by CEO Mike Henry in the midst of the country’s most tightly contested election since the end of apartheid — while Anglo was caught without an alternative strategy of its own to offer shareholders.
The London-based miner knew its plunging share price could make it a target, and had been discussing for months with its bankers how to defend against an unwanted bid. And yet when BHP Chairman Ken MacKenzie phoned his counterpart Chambers on April 16, it still came as a shock.
The offer would remain a secret for another week, until a Bloomberg report forced Anglo to confirm the approach. From there, the clock started ticking: under UK takeover rules a bidder has one month to make a binding offer or walk away, unless the target agrees to allow more time.
Read More: BHP Abandons $49 Billion Bid After Anglo Refuses More Talks
This account of how BHP’s ambitious plan to create a new copper-mining giant fell apart is based on conversations with a dozen people close to the two companies, who asked not to be identified discussing private information.
From Anglo’s perspective, the biggest hindrance to a deal was always BHP’s requirement that the company first exit its South African platinum and iron ore units, and the larger miner’s apparent dismissal of the country where Anglo was founded, and where mining remains one of the biggest employers and the state pension fund manager is Anglo’s second-biggest shareholder.
Move Faster
But first the company needed a plan of its own. Investors who had already grown frustrated with Anglo’s poor performance and wanted details about its business review that had been underway for almost a year.
Faced with a growing clamor to move faster and explain to shareholders why they wouldn’t just want to take BHP’s offer, Wanblad and his team spent much of the second week of May thrashing out the final details of a plan.
The CEO was supposed to be in Miami on May 14 along with nearly all his peers — including BHP’s Henry — for one of the industry’s biggest conferences.
Anticipation built ahead of the event as the mining world looked forward to the opposing CEOs sharing a stage. But Wanblad canceled his plans at the last minute, choosing instead to unveil Anglo’s new strategy from the company’s London HQ.
Read More: Anglo Goes for Bold Breakup Plan in Move to Fend Off BHP
The scale of the restructuring both shocked and impressed investors, going further than many had expected.
So far, investors appear to be backing the CEO. Anglo shares have barely reacted to BHP’s walking away and remain well above the levels seen before the bid became public.
But there remain huge questions over whether Wanblad and his team can deliver. And the last-minute nature of the plan has also left some investors queasy. When Wanblad was asked on the day what he planned to do with a small manganese business in South Africa, his answer seemed to be: we haven’t got that far yet.
Video Calls
In the week that Anglo was finalizing its plan, the company received a second, higher offer from BHP. Again, the larger miner asked that Anglo first spin off its stakes in Anglo American Platinum Ltd. and Kumba Iron Ore Ltd. Again, Anglo’s board said no.
It was only after a third proposal that the board indicated it was willing to talk. BHP made its new offer on May 20, and Anglo two days later agreed to extend the deadline for a binding offer by one week.
Optimism in the BHP camp surged that a deal could be close, especially after Anglo’s bankers contacted BHP’s advisers on May 23 to sign non-disclosure agreements.
But the promised talks amounted to very little: Video calls last Friday between advisers for the two sides were stilted and accomplished little. Anglo sent BHP a long letter outlining its concerns over the potential loss of value for its shareholders as a result of the spinoffs, and the BHP team spent the weekend working before sending over a final proposal with some additional commitments on South Africa. But Anglo had heard enough. By around lunch time on Wednesday it was clear the deal was dead.
Anglo felt confident in drawing the line based on conversations with its investors, people familiar with the matter said. One of BHP’s key tactics was an attempt to apply pressure on Anglo via the other company’s shareholders, but the strategy didn’t play out.
South Africa’s Public Investment Corp. issued a statement saying that BHP’s proposal needed to be reworked, while BlackRock Inc., Anglo’s biggest holder, kept its cards close to its chest.
While the deal never became publicly acrimonious, there was a growing resentment within both camps, and the two sides have largely appeared to talk past each other in public. Most of the negotiations were handled by advisors, entirely virtually. The company’s respective chairmen spoke on several occasions. Wanblad and Henry never met or spoke.
Copper Growth
The primary appeal for BHP’s failed bid was Anglo’s copper mines in Chile and Peru, at a time when all the world’s biggest miners and their investors are positioning for a prolonged period of tight metal supply and rising prices.
Under the company’s own plan, copper will remain the centerpiece, alongside iron ore, which it produces in South Africa and Brazil.
Of the businesses that Wanblad has promised to hive off, coal will probably be the easiest. Anglo’s steelmaking coal mines are highly sought after by rivals, and Glencore Plc is among potential bidders, according to people familiar with the matter.
But the rest of the radical transformation appears fraught with pitfalls.
Anglo’s restructuring is “a seismic reshaping of the company,” said Iain Pyle, a fund manager at abrdn, who holds Anglo shares. “It may need patience to sell the less obviously attractive assets in a way that creates value.”
Of all of Anglo’s businesses, De Beers probably poses the biggest challenge. The one-time monopoly plays an outsized role in the diamond industry even though its market share is only about 30%. In addition to mines, it also has a retail network, a synthetic diamond making business and its own luxury jewelry brand.
Read More: Anglo Ditching De Beers Is Hard Blow for Troubled Diamond Market
There are also few natural buyers. Rivals like Rio Tinto Group once coveted the business, but now the industry’s big players have all turned their back on diamonds — selling De Beers was top of BHP’s to-do list after a takeover. Any deal would also need to account for the government of Botswana, which owns 15% of De Beers.
The diamond market imploded last year and the company is keen to wait for a recovery before looking to sell. Despite its challenges, the internal view is that De Beers should command a price that reflects its status as a trophy asset.
Unable or Unwilling
Wanblad also needs to oversee the distribution of Anglo’s shares in Johannesburg-listed Amplats to the company’s existing investors, to complete its exit from platinum. Anglo believes the demerger would avoid scrutiny by South Africa’s antitrust authorities, which was one of its biggest concerns under BHP’s plan. However, many Anglo shareholders could be unable or unwilling to hold stock in the South African firm, causing an outflow of capital and a likely decline in the share price at the beginning of Amplats’ independent life.
Perhaps the most controversial element in Wanblad’s plan is a decision to keep a giant fertilizer mine that Anglo is building in the UK, although he has slowed spending on the site. The Woodsmith project, which would have cost $9 billion in total, is unpopular with many investors given uncertainties about the market and the amount of capital its sucked from the business. The company wants to bring in a partner, to lower its share of the bills and risk.
Wanblad will have to reassure investors that he is the right leader to carry out such a drastic shake up of Anglo.
The CEO has already tested investors’ patience at times since taking the helm. Shareholders were particularly furious at being blindsided in December by the sudden announcement that Anglo was cutting 20% of its copper production.
Should Wanblad stumble, BHP and others are likely to be back and shareholders will be less forgiving.
“Anglo may well remain a target, especially for its copper assets,” said Pyle. “We may yet see bidders come back once Anglo has done some of the hard work reshaping the group themselves”
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