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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
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· Outstanding value creation through at market merger of equals
·
·
· Additional
· Strong balance sheet underpinned by a larger, more diversified asset and cash flow base, including premium iron ore and zinc
· Enhanced global capital markets footprint: primary listing on LSE, listings on JSE, TSX and NYSE4
· Headquartered in
· Special dividend to
·
· Merger subject to customary completion and regulatory conditions, expected to complete in 12-18 months
· Boards of
Both
Anglo Teck will hold an industry-leading portfolio of producing operations, including six world-class copper assets, alongside high-quality premium iron ore and zinc businesses. Anglo Teck will be one of the world's largest copper producers, and will benefit from some of the world's highest quality copper endowments, with major brownfield and greenfield copper development projects, located in attractive and well-established mining jurisdictions, to further grow the business. Anglo Teck will also retain growth optionality across its wider product portfolio, including in premium iron ore, zinc and crop nutrients.
The Merger is expected to deliver annual pre-tax synergies of approximately
Anglo Teck will be a global mining leader with its global headquarters located in
"We are unlocking outstanding value both in the near and longer term - forming a global critical minerals champion with the focus, agility, capabilities and culture that have characterised both companies for so long. Having made such significant progress with
"This merger of two highly complementary portfolios will create a leading global critical minerals champion headquartered in
The Merger will be implemented by means of a plan of arrangement through which
Anglo Teck will benefit from a global capital markets footprint across major centres of mining finance and technical expertise, with expected stock market listings on the LSE (Equity Shares (Commercial Companies)) JSE, TSX and NYSE4 (to be implemented as a listing of American Depositary Receipts), subject to the approval or acceptance of each applicable exchange.
At or prior to completion,
Strategic Rationale and Benefits of the Transaction
Premier critical minerals portfolio with world-class copper assets
· Top five global copper producer with combined annual copper production of ~1.2mt expected to grow by c.10% to ~1.35mt in 2027 from a portfolio of long-life assets with attractive cost profiles and outstanding resource endowments, including8:
o Collahuasi (
o Quebrada Blanca (
o Quellaveco (
o Los Bronces (
o Highland Valley Copper (
o Antamina (
· A major producer of premium iron ore (61mt)9 that facilitates cleaner steelmaking from mines in
· One of the world's largest producers of mined zinc through the world-class Red Dog mine in
· Anglo Teck will remain committed to
Compelling value creation through synergies
· Total anticipated pre-tax recurring annual synergies of
·
Additional value-creation opportunities
Copper
· Collahuasi and Quebrada Blanca are adjacent operations that have the potential to unlock value in a capital efficient manner. Near-term opportunities to enhance cash flow and value include using Quebrada Blanca's infrastructure to process higher-grade ore from Collahuasi.
· Combined proven project development capabilities to maximise the potential from an extensive pipeline of brownfield and greenfield copper growth options in
· Anglo Teck will remain committed to working with Codelco to implement a joint mine plan in respect of the two companies' respective, adjacent copper mines of Los Bronces and Andina in
· Other development prospects include:
o the
o Zafranal in
o further brownfield opportunities to deliver the full potential from outstanding resource endowments across the existing portfolio
Anglo Teck will continue to build on both
Premium iron ore, crop nutrients and germanium
· Anglo Teck is also set for significant growth in premium iron ore output through the development of the high-quality, multi-billion tonne Serpentina resource in
· Opportunity to significantly increase germanium and other specialty critical minerals production from Trail Operations metallurgical facility, supporting the critical minerals priorities of
· Anglo Teck will continue to progress the development of the Woodsmith project in the
Exploration and discovery
· Anglo Teck will continue to build on both companies' longstanding success in and commitment to mineral exploration and discovery, with exploration teams active across
· Anglo Teck plans to invest at least
· Anglo Teck will continue to support and partner with the Canadian junior mining sector, an important part of
Enhanced financial resilience
Focused scale
· For the year ended
· Stronger, more resilient financial platform with scale advantages, including greater flexibility to reallocate capital dynamically to the highest-returning opportunities including shareholder returns
Value focused capital allocation
· Anglo Teck will remain committed to maintaining a strong balance sheet and will target an investment grade credit profile underpinned by a diverse asset base
Global capital markets presence
· Second largest listed copper-focused producer, with future growth optionality12
· Anglo Teck will also be well-positioned to provide broad and efficient access to capital across the world, with
Strong values and clear purpose
· Anglo Teck will continue to prioritise long-term value creation that focuses on safety and health, is inclusive and responsible, and catalyses environmental protection and social progress, building on their respective track records. Both
Committed to
· The global headquarters of Anglo Teck will be located in
· Anglo Teck will invest at least approximately
· Anglo Teck will also explore opportunities to add copper processing capacity at Trail and support the establishment of new critical minerals processing facilities in
· The CEO, Deputy CEO, CFO and a significant majority of the executive management team will be based in and reside in
· A substantial proportion of Anglo Teck's board of directors will be Canadian
· Anglo Teck will honour all agreements with communities, Indigenous governments, and labour unions in
· Anglo Teck will maintain employment levels in
·
· Anglo Teck will carry on both
A detailed summary of these commitments is set out in an Appendix to this announcement.
Committed to
Furthermore, Anglo Teck will continue to support and partner with the Canadian junior mining sector, an important part of
Anglo Teck will also offer to work with the
Governance
It is currently proposed that the directors of
Headquarters
The Anglo Teck group will have its global headquarters in
Transaction process, conditions and timing
Eligible Canadian shareholders of Teck will be able to elect to receive, for each class A common shares and class B subordinate voting share, exchangeable shares in a Canadian subsidiary of
The issuance of new
The Merger is also subject to completion conditions customary for a transaction of this nature, including approval under the Investment Canada Act and competition and regulatory approvals in various jurisdictions globally.
The Arrangement Agreement contains customary representations, warranties and covenants for a transaction of this nature. The Arrangement Agreement also contains customary pre-completion covenants, including the obligation of each of
The Arrangement Agreement includes customary deal protections, including provisions that allow
In connection with the Merger,
The Merger is expected to close within 12-18 months.
Board of Directors' recommendations
Considering all the information outlined above, the Board of Directors of
Teck
The Board of Directors of Teck has unanimously determined that the Merger is in the best interests of Teck and is fair to Teck's shareholders and unanimously recommends that Teck shareholders vote in favour of the Merger. In arriving at its unanimous recommendation in favour of the Merger, the Board of Directors of Teck considered several factors, including the opinion of Scotiabank to the effect that, as of the date thereof and subject to the assumptions, limitations and qualifications therein, the consideration to be received by Teck shareholders pursuant to the transaction is fair, from a financial point of view, to such shareholders.
A copy of Scotiabank's written fairness opinion, as well as additional details regarding the terms and conditions of the Arrangement Agreement and the transaction and the rationale for the recommendation by Teck's Board of Directors, will be included in the management proxy circular and other materials to be mailed by Teck to Teck shareholders in connection with their shareholder meeting to approve the transaction. The summaries of the Arrangement Agreement and voting and support agreements in this press release are qualified in their entirety by the provisions of those agreements. Copies of the Arrangement Agreement and voting and support agreements and, when finalized, the meeting materials will be filed under Teck's profile on SEDAR+ at www.sedarplus.ca.
Advisors
Presentation and Webcast
A conference call is being hosted at 13.00 BST / 08.00 EDT / 05.00 PDT / 14.00 SAST on
Dial in numbers
1.647.846.8877 International
1.833.752.3828 Toll Free (
44.20.3795.9972 (
This conference call will also be simultaneously broadcast via webcast which will include audio and slides. The webcast can be accessed here.
Notes to the announcement:
1. Production mix is based on assumed copper production of 1,355kt, iron ore production of 61Mt and zinc production of 423kt, converted to copper equivalent basis at long-term consensus prices, with iron ore CFR basis adjusted to FOB at spot freight rates.
2. Non-GAAP measure which in this context means measures that are not prepared in accordance with either
3. For the purposes of quantification, synergies have been estimated for the period 2030-2049 but are expected to continue beyond this period.
4. Listings are subject to the approval or clearance from each applicable exchange. NYSE listing to be implemented as a listing of American Depositary Receipts.
5.
Consistent with its customary practice, the
6. The pro forma ownership in
7. Source:
8. Production figure of ~1.2mt as well as production figures on an asset-level basis are based on copper production for the year ended
9. Production figure based on iron ore production for the year ended
10.
11. Teck historical adjusted EBITDA for year ended
12. Source:
For further information, please contact:
Media |
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Investors |
james.wyatt-tilby@angloamerican.com Tel: +44 (0)20 7968 8759
marcelo.esquivel@angloamerican.com Tel: +44 (0)20 7968 8891
rebecca.meeson-frizelle@angloamerican.com Tel: + 44 (0)20 7968 1374
Nevashnee Naicker nevashnee.naicker@angloamerican.com Tel: +27 (0)11 638 3189
Ernest Mulibana Tel: +27 (0)82 263 7372 |
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Tel: +44 (0)20 7968 1470
michelle.west-russell@angloamerican.com Tel: +44 (0)20 7968 1494
Asanda Malimba asanda.malimba@angloamerican.com Tel: +44 (0)20 7968 8480
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Appendix I - Summary of Proposed ICA Commitments
Committed to
Anglo Teck will be a Canadian-headquartered company. Anglo Teck commits that:
1. The combined company's business name will be Anglo Teck
2. Anglo Teck's group global headquarters will be in
3. Anglo Teck senior management will be based in
a. CEO, Deputy CEO, and CFO will have their principal office and principal place of residence in
b. A significant majority of the overall Anglo Teck senior executive team will have their principal office and principal place of residence in
4. A substantial proportion of Anglo Teck's board of directors will be Canadian
5. Anglo Teck will combine the leading environmental and social practices of both Teck and
6. Anglo Teck will be listed on the TSX, subject to the approval of the TSX
These commitments would remain in place indefinitely.
Investing in
Anglo Teck will make substantial investments in
1. Proceeding with the
2. Continuing to invest in the Trail Operations metallurgical facility, including investments of up to
3. Exploring opportunities to add copper processing capacity at Trail and support the establishment of new critical minerals processing facilities in
4. Advancing development of the
5. Investing at least
6. Investing at least
7. Offering to work with the
8. Maintaining and enhancing existing commitments to Indigenous governments, communities, and other similar initiatives, including by contributing at least
9. Providing Canadian and Indigenous suppliers with opportunities to supply goods and services to Anglo Teck's Canadian and global operations
10. Supporting and partnering with Canadian junior miners by investigating the application of a range of modern geoscience and data approaches in mineral exploration opportunities, including AI, and supporting partnerships across Anglo Teck's global operating footprint, particularly in
11. Maintaining current aggregate employment levels across
Appendix II - Further Information
The Merger, because of its size in relation to
Financial Information
As at
The Merger is expected to lead to an increase in underlying EBITDA, gross assets and liabilities of Anglo Teck in comparison to
Teck
As at
Teck financial results for the year ended
Teck financial results for the six months ended
Historical financial information of Teck is shown as extracted from Teck's reported financial information and has not been adjusted to align with
Teck Net Debt is a non-GAAP1 measure defined as Teck Total Debt, less cash and cash equivalents. Teck Total Debt is defined as the sum of debt plus lease liabilities, including the current portions of debt and lease liabilities. Teck Total Debt excludes advances from Quebrada Blanca shareholders, Sumitomo Metal Mining Co., Ltd. and Sumitomo Corporation, totalling
Teck adjusted EBITDA is a non-GAAP1 measure defined as EBITDA before the pre-tax effect of the adjustments that are made to adjusted profit from continuing operations attributable to shareholders. EBITDA is profit before net finance expense, provision for income taxes, and depreciation and amortisation. For adjusted profit from continuing operations attributable to shareholders, profit is adjusted from continuing operations attributable to shareholders as reported to remove the after-tax effect of certain types of transactions that reflect measurement changes on Teck's balance sheet or are not indicative of Teck's normal operating activities.
Notes to 'Financial Information' section:
1. Non-GAAP in this context means measures that are not prepared in accordance with either
Synergies
The
Recurring synergies:
Pre-tax recurring annual synergies (
• Board and head-office (approximately
• Corporate and business overheads (approximately
• Procurement (approximately
• Marketing revenue (approximately
The Board expects the realisation of these recurring synergies will require estimated one-off cash costs of approximately
Long-term operational synergies:
The Board expects the realisation of these long-term operational synergies will require estimated net one-off cash costs of approximately
In addition to the expected synergies quantified above, the Board expects that the Merger will generate incremental revenue growth which has not been quantified at this stage.
One-off cash synergy:
In addition to the synergies quantified above, the Board expects that the Merger will be able to realise a one-off cash synergy of at least
It is anticipated that this one-off cash synergy will be achieved within the first three years following completion of the transaction and the
--
Potential areas of dis-synergy expected to arise in connection with the Merger have been considered and were determined by the Board to be immaterial for the analysis in relation to all of the synergies quantified above.
All of the quantified identified synergies are expected to accrue as a direct result of, and are contingent on, the transaction and would not be achieved independently on a standalone basis, reflecting both the beneficial elements and relevant costs.
--
Bases of belief, assumptions and sources
Following initial discussion regarding the Merger,
The synergy assumptions have been risk adjusted.
The
- There will be no material change to macroeconomic, political, inflationary, regulatory or legal conditions in the markets or regions in which
- There will be no material change in current foreign exchange rates, interest rates or accounting standards
- There will be no change to previously announced divestment and cost saving programmes from both
- Expected revenue synergies are stated on an underlying EBITDA basis
- Expected synergies and one-off costs are presented on a consolidated 100% basis, pre-attribution to non-controlling interests or Collahuasi and Quebrada Blanca joint venture partners.
o Relating to Collahuasi and Quebrada Blanca:
o Relating to expected recurring synergies: Synergies attributable to non-controlling interests equates to approximately
o Relating to expected one-off cash synergies: Synergies attributable to non-controlling interests equates to approximately
- Long-term operational synergies are dependent upon agreement with joint venture partners, as well as relevant permits and approvals
Notes to 'Synergies' section:
1. For purposes of quantification, synergies have been estimated for the period 2030-2049 but are expected to continue beyond this period.
Risks of the Merger
The Merger is subject to a number of risks. The risks and uncertainties set out below are those which the Directors of
The information given is as at the date of this announcement and, except as required by the FCA, the
Completion is subject to the satisfaction (or waiver, if applicable) of certain conditions and there can be no assurance that the conditions will be satisfied (or waived, if applicable); and if the Merger does not complete because any of the conditions are not satisfied (or waived, if applicable),
The completion of the Merger is subject to the satisfaction (or waiver, if applicable) of various customary completion conditions, including, among other things, (i) approval of the Merger from the
There can be no assurance that the conditions to the completion of the Merger will be satisfied, waived or fulfilled in a timely fashion or that the Merger will be completed.
Parties with which
The Arrangement Agreement contains customary negotiated provisions regarding
The Arrangement Agreement contains customary negotiated provisions regarding
Failure to complete the Merger could negatively impact the price of the
If the Merger is not completed for any reason, the ongoing businesses of
•
•
•
• The Arrangement Agreement contains customary negotiated provisions regarding
•
• matters relating to the Merger (including integration planning) will require substantial commitments of time and resources by
• under certain circumstances specified in the Arrangement Agreement,
There can be no assurance that the risks described above will not materialise. If any of those risks materialise, they may materially and adversely affect the business, results of operations, financial condition, cash flows or prospects of
Anglo Teck's success will be dependent upon its ability to fully integrate Teck and
While the Directors of
The Merger may have a disruptive effect on Anglo Teck.
The Merger has required, and will continue to require, substantial amounts of investment, time and focus from the management teams and employees of each of
Political repercussions in locations where
Notes:
About
Our integrated approach to sustainability and innovation drives our decision-making across the value chain, from how we discover new resources to how we mine, process, move and market our products to our customers - safely, efficiently and responsibly. Our Sustainable Mining Plan commits us to a series of stretching goals over different time horizons to ensure we contribute to a healthy environment, create thriving communities and build trust as a corporate leader. We work together with our business partners and diverse stakeholders to unlock enduring value from precious natural resources for our shareholders, for the benefit of the communities and countries in which we operate, and for society as a whole.
About Teck
Teck is a leading Canadian resource company focused on responsibly providing metals essential to economic development and the energy transition. Teck has a portfolio of world-class copper and zinc operations across
Group terminology
In this document, references to "
Disclaimer
The information contained in this announcement includes inside information as stipulated under the
This announcement has been prepared by
This announcement is an announcement and not a circular or equivalent document and prospective investors should not make any investment decision on the basis of its contents. This document is for information purposes only and does not constitute, nor is to be construed as, an offer to sell or the recommendation, solicitation, inducement or offer to buy, subscribe for or sell shares in
No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this
announcement or on its completeness, accuracy or fairness. Recipients of this announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement. This announcement does not constitute a recommendation concerning any investor's decision or options with respect to the Merger. The information in this announcement is subject to change.
Further, it should not be treated as giving investment, legal, accounting, regulatory, taxation or other advice and has no regard to the specific investment or other objectives, financial situation or particular needs of any recipient.
No person has been authorized to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorized by
Forward-looking statements and third party information
This document includes forward-looking statements. All statements other than statements of historical facts included in this document, including, without limitation, those regarding
Such forward-looking statements are based on numerous assumptions regarding
Nothing in this document should be interpreted to mean that future earnings per share of
No investment advice
This announcement has been prepared without reference to your particular investment objectives, financial situation, taxation position and particular needs. It is important that you view this announcement in its entirety. If you are in any doubt in relation to these matters, you should consult your stockbroker, bank manager, solicitor, accountant, taxation adviser or other independent financial adviser (where applicable, as authorised under the Financial Services and Markets Act 2000 in the
Alternative Performance Measures
Throughout this announcement, a range of financial and non-financial measures are used, including a number of financial measures that are not defined or specified under IFRS (International Financial Reporting Standards), which are termed 'Alternative Performance Measures' (APMs) or non-GAAP measures. Management uses these measures to monitor the Group's financial performance alongside IFRS measures to improve the comparability of information between reporting periods and the businesses. These APMs should be considered in addition to, and not as a substitute for, or as superior to, measures of financial performance, financial position or cash flows reported in accordance with IFRS. APMs are not uniformly defined by all companies, including those in the Group's industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies.
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