By Melanie Burton, Scott Murdoch and Anousha Sakoui
MELBOURNE/LONDON (Reuters) -BHP Group bid $38.8 billion for Anglo American (JO:AGLJ) on Thursday, offering a deal to forge the world's biggest copper miner and driving its smaller rival's shares 16% higher.
Mining's latest move to consolidate is driven by a scramble for copper and other metals central to the world's clean energy shift, and could have major repercussions for South Africa, which has seen the platinum it mines fall out of favour.
BHP said it will offer 25.08 pounds ($31.39) per Anglo share, a premium of 31% from Wednesday's close, and spin out its London-listed target's iron ore and platinum assets in South Africa, where BHP, the world's largest listed miner, has no activities.
Anglo, which owns mines in countries including Chile, South Africa, Brazil and Australia, said it was reviewing the unsolicited and non-binding proposal from BHP, which under UK takeover rules has until May 22 to make a firm offer.
Two sources told Reuters Anglo does not consider the proposed offer as attractive, with one saying it did not address the complexities of demerging the Anglo American Platinum and Kumba Iron Ore businesses in South Africa.
Another source said the Anglo board is meeting on Friday to finalize their thinking on the proposal.
Several Anglo shareholders voiced concern over BHP's move, with Legal & General Investment Management (LGIM) calling it "highly opportunistic" and "unattractive". Redwheel, meanwhile, said details were "rather sketchy", adding that BHP's offer could spur further interest in Anglo.
Shares in Anglo closed up 16% at 25.60 pounds in London. The shares spiked in late UK trading hours on Wednesday, hours before the miner announced the bid, raising questions about possible leaks.
A deal would create a group accounting for around 10% of global copper output, and could also trigger further consolidation. Mining has seen a mergers and acquisitions rush as companies attempt to raise their exposure to metals seen as critical to the global energy transition.
Copper prices extended gains as funds chased the market higher after news of BHP's bid. Three-month copper on the London Metal Exchange (LME) was up 1% at $9,869 a metric ton by 1600 GMT, having touched $9,988, a two-year peak, on Monday.
The bid comes after Anglo, which had a market value of $37.7 billion at Wednesday's close, began a review of its assets in February in response to a 94% fall in annual profit and a series of writedowns due to a drop in demand for most of its metals.
BHP, best known for mining iron ore, copper, coking coal, potash and nickel, was valued at about $149 billion.
An Anglo deal would be the second major acquisition by BHP in about a year after its 2023 purchase of copper miner Oz Minerals. Its bid adds to a global M&A frenzy which has included gold giant Newmont's $16.8 billion buyout of Australia-based Newcrest Mining late last year.
"Anglo is obviously very much in play now and there's probably room for others to interlope. This is going to set the whole sector on fire," said Ben Cleary, portfolio manager at Tribeca Investment Partners, which holds shares in both companies.
A takeover of Anglo would likely be among the 10 biggest ever mining deals by value and could involve delisting it from the London market, a potential blow to an exchange that is struggling to retain big companies and attract IPOs.
Some said BHP would need to offer more to succeed.
Mark Kelly of advisory firm MKP said there was "almost no way" that the premium being offered by BHP "is going to be enough to entice Anglo management to transact".
COPPER
BHP would gain more copper and potash, which are its key strategic commodities, through the deal, and more coking coal in Australia.
Anglo has copper mines in Chile and Peru, where BHP also has operations. Their combined output would amount to around 2.6 million metric tons a year, well ahead of that of U.S.-based Freeport-McMoRan (NYSE:FCX) and Chilean state miner Codelco.
Developments such as artificial intelligence and automation and the energy transition, which includes electric vehicles and renewable energy, have driven up demand prospects for copper cable used to conduct electricity.
BHP is targeting copper production of between 1.7 million and 1.9 million tons for the 12 months ending in June, while Anglo's 2024 production guidance is 730,000 to 790,000 tons.
DIAMONDS
A condition of BHP's proposal is that Anglo first distributes to shareholders its stakes in Anglo American Platinum and Kumba Iron Ore, worth $7.44 billion and $5.4 billion respectively, according to LSEG data based on Wednesday's close of trade.
It also owns 85% of diamond giant De Beers. BHP said its other high quality operations, including diamonds, would undergo a strategic review after a deal was done.
A spokesperson for South Africa's mining regulator said the department is poring over the proposed deal, as the potential exit of Anglo from the country adds to worries over the economy ahead of an election.
The biggest mining investors in South Africa are halting new projects in response to a slump in profits due to local challenges and weakening prices of commodities such as platinum.
South Africa's Public Investment Corporation (PIC), which holds 6.99% of Anglo American, according to LSEG data, said it would assess any offer "to ensure value creation".
"The mining sector remains a critical part of the South African economy, impacting a wide variety of stakeholders, therefore, new opportunities that may arise in the sector need to take these factors and long-term sustainability into account," it added in a statement.
Meanwhile, the coking coal assets of the two miners, both in Australia's Queensland, could come under regulatory scrutiny given a deal would merge two of the biggest producers in the global seaborne market.
($1 = 1.5396 Australian dollars)
($1 = 0.7989 pounds)