공시 • Sep 09
Anglo American plc (LSE:AAL) agreed to acquire Teck Resources Limited (TSX:TECK.B) from Temagami Mining Company Limited, Sumitomo Metal Mining Co., Ltd. (TSE:5713), Dr. Norman B. Keevil and others in a merger of equals transaction for CAD 27.9 billion.
Anglo American plc (LSE:AAL) agreed to acquire Teck Resources Limited (TSX:TECK.B) from Temagami Mining Company Limited, Sumitomo Metal Mining Co., Ltd. (TSE:5713), Dr. Norman B. Keevil and others in a merger of equals transaction for CAD 27.9 billion on September 8, 2025. The Merger will be implemented by means of a plan of arrangement through which Anglo American will issue 1.3301 ordinary shares. Anglo American shareholders to own 62.4% and Teck shareholders to own 37.6% of Anglo Teck plc immediately post completion. A termination fee in the amount of CAD 456.3009 million will be payable by Anglo American or Teck in certain circumstances.
At or prior to completion, Anglo American and Teck will each nominate for appointment 50% of the non-executive directors of the Anglo Teck plc board, with Sheila Murray to serve as Chair of Anglo Teck upon completion. Upon completion, the executive directors of Anglo Teck plc will be Duncan Wanblad as CEO, Jonathan Price as Deputy CEO, and John Heasley as CFO. The CEO, Deputy CEO, and CFO, and a significant majority of the senior executive team will be based in and reside in Canada, with the senior executive team including meaningful representation from South Africa and the UK. Prior to completion, Anglo American will seek shareholder approval to change its legal name to “Anglo Teck plc” from completion of the Merger and, from and after completion of the Merger, Anglo Teck will conduct its business under the “Anglo Teck” trade name. In connection with the Merger, Temagami Mining Company Limited, SMM Resources Incorporated, Dr. Norman B. Keevil and certain of the directors and executive officers of Teck and Anglo American, in respect of approximately 79.8% of the outstanding Teck class A common shares, 0.02% of the outstanding Teck class B subordinate voting shares, and 0.1% of the Anglo American shares, as applicable, have entered into customary voting agreements agreeing to vote those Teck or Anglo American shares, respectively, in favour of the Merger and against any competing acquisition proposals, which agreements prohibit voting for, supporting or participating in a competing transaction unless the applicable board has changed its recommendation that the shareholders vote to approve the Merger or the Arrangement Agreement is otherwise terminated. The global headquarters of Anglo Teck will be located in Vancouver, British Columbia, Canada.
The Merger is subject to completion conditions customary for a transaction of this nature, including approval under the Investment Canada Act, competition and regulatory approvals, Teck and Anglo board approvals, customary court approval in Canada,approval of at least 662/3% of the votes cast in person or by proxy by class A common and class B subordinate voting shareholders of Teck, Anglo shareholder approvals. Merger is expected to close in 2026. The Merger is expected to deliver annual pre-tax synergies of approximately CAD 1,106 million by the end of the fourth year following completion of the transaction, with approximately 80% expected to be realised on a run rate basis by the end of the second year following completion, driven by economies of scale, operational efficiencies, and commercial and functional excellence.
Centerview Partners, Morgan Stanley, Goldman Sachs and RBC Capital Markets as financial advisor, Charles Ruck, Sam Newhouse, Ed Barnett, Andrew Elken, Anna Ngo, Andrew Clark, Koushik Prasad, Paul Dudek, Helen Lethaby, Pardis Zomorodi, Christine Mainguy, Ghaith Mahmood, Christian McDermott, Sarah Gadd, Julie Crisp, David Little, Ludmilla Le Grand, Amanda Reeves, Paul Rosen, Jana Dammann, Betty Huber, Michael Green, Nikki Buffa, Clare Nida and Andrew Galdes of Latham & Watkins, Torys LLP, and Webber Wentzel are acting as legal advisers to Anglo American. Scotiabank provided an independent fairness opinion, Ardea Partners LP and BMO Capital Markets served as financial advisors and fairness opinion, Wachtell, Lipton, Rosen & Katz, Stikeman Elliott LLP, Stephen Hewes and Jessamy Gallagher of Freshfields LLP and Felesky Flynn LLP acted as legal advisor to Teck Resources Limited.