Any unfriendly international takeover attempt is like a long, exhausting soccer game as executive teams and their hired guns, shareholders, the quick-buck hedge funds, and politicians all try to manoeuvre for the best positions. The process can take months as each of the players look for weaknesses to exploit, hurl insults at each other and place their bets.
And so it is with Teck Resources TECK B-T, Canada’s last big diversified mining company. In its effort to fend off mighty Glencore of Switzerland, Teck has in effect recruited allies in the form of the federal and provincial governments while it scrambles to concoct a value-creation plan that is not dead on arrival. But Teck and the governments are losing already. So far, Glencore is the only game in town and this is a company that knows how to play a takeover. Putting Teck in the same arena as Glencore is like putting a lamb in a cage with a lion.
The Teck board and its controlling shareholder, chairman emeritus Norman B. Keevil, who is equipped with a dollop of supervoting class A shares, have rejected Glencore’s opening offer and a revised bid that tossed in a cash option. They will no doubt reject the next one, with an improved premium, which Glencore has all but promised to make. Teck CEO Jonathan Price signalled as much this week when the company revealed that he had exercised 89,000 options to buy the common B shares, then immediately sell them, for a profit of $3.7-million. Rejecting an improved offer from Glencore GLNCY would no doubt trigger a fall in the Teck share price, so why not book a profit now?
The objective of the Teck board and Mr. Keevil was to create value for shareholders, which was code for putting the company into play. Spinning off the coal assets from the metals business was Teck’s opening gambit. The idea collapsed last week, when shareholders rejected the proposal, in good part because the new coal company would have paid almost all of its cash flow to Teck for a decade, leaving the coal business as a zombie operation.
Mr. Keevil and various high-ranking politicians have signalled they want a “Canadian” solution to Teck’s value-creation machinations. The premiers of British Columbia (home to Teck’s head office) and Quebec (home to Glencore’s Horne smelter) want Glencore’s takeover blocked. François-Philippe Champagne, the federal Industry Minister who probably would have final say on any Teck change of ownership, last week said, “We like Teck as a Canadian company.”
Both Teck and the provincial and federal governments have painted themselves into a corner. There is no “Canadian” solution to Teck, no domestic resources company big enough to buy a company with a market value of $30-billion (Agnico Eagle Mines AEMT is valued at $40-billion, but its product is gold and Teck is a copper, zinc and coal company).
The “Canadian” boat sailed in 2006, when the same government that apparently now wants Teck protected did not stand in the way of the foreign takeovers of Inco and Falconbridge, then Canada’s dominant nickel producers. Had the two companies merged, which they wanted to do before they were trapped in a foreign takeover frenzy, they would have been big enough to play the global resources consolidation game, along with heavyweights Glencore, Vale, BHP, Rio Tinto and Anglo American (Inco went to Brazil’s Vale, and Falconbridge went to Britain’s Xstrata, now owned by Glencore). As one, Inco and Falconbridge could have bought Teck without breaking a sweat and Toronto would have evolved into a global resources centre, not home to a few mining branch plants run from afar, as it is today.
In the absence of a homegrown company that could buy Teck, Glencore is as Canadian as it gets for a foreign company. It has 9,000 employees in Canada and more assets in Canada than Teck, including Viterra, the country’s biggest grain handler. Public data compiled by Glencore show that it is a bigger player in critical metals – such as copper, nickel and cobalt, which are required to build batteries and other components of the energy revolution – than Teck is. Glencore is the main source of refined copper in Canada as well as smelted and refined palladium; it mines and smelts about a third of all the nickel in Canada; and more than a fifth of the cobalt. Its Horne smelter in Quebec is the continent’s biggest processor of used electronics, from which it extracts copper and precious metals such as gold.
Teck has critical metals, but most are outside of Canada. Its most promising project is the QB2 long-life copper mine in Chile, one of the largest undeveloped resources of its kind in the world. But in Canada, Teck is mostly a coal miner, a fact it does not like to advertise much. This grubby reality works in Glencore’s favour, since the Swiss company is the only mining giant that is happy to take more coal (Glencore’s plan is to create a separate company that would own Teck’s coal and its own, and another, run from Canada, that would meld the two companies’ metals assets).
Teck and the governments have in effect labelled Glencore as the enemy – a company whose lunge at Teck needs to be stopped. If Glencore’s next bid for Teck works – still a long shot, given the board’s hate-on for its pursuer – it will surely face a battle in Ottawa, which would review any deal on national-security and net-benefit fundamentals. But on what grounds would Ottawa be able to stop a foreign company with more Canadian assets than the Canadian company it wants to own?