David Robertson
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The unusual antics of the FTSE 100’s Kazakhstani miners continued yesterday with a “derisory” £7 billion takeover offer for a company valued at more than £8 billion.
European Natural Resources Company (ENRC) said that it would offer £15.50 a share for Kazakhmys, the copper producer, undervaluing its rival by 13 per cent.
Low offers may have become common in the beleaguered housing market, but takeovers in the mining industry typically have been at a 35 per cent premium during the past year.
The board of Kazakhmys is understood to have rejected the offer within minutes of receiving it.
Institutional shareholders in both companies are also understood to be annoyed that ENRC is wasting time and money on a bid that is clearly doomed to failure. One said: “This is not how FTSE 100 companies operate.”
This saga began two months ago, when ENRC, the world’s largest producer of ferrochrome, which is used in stainless steel, said that it had held takeover talks with Kazakhmys. This was denied by Kazakhmys, which then asked the Takeover Panel for a “put up or shut up” order. ENRC has until next Friday to table a properly financed bid, or it must walk away for six months.
It is not thought to have lined up any financing for its offer, which makes a deal even less likely to succeed.
ENRC, which listed in London in January, said that it would offer £10.22 a share for Kazakhmys, plus a special dividend that would take the total to £15.50. The special dividend is to pay for the 14.6 per cent stake that Kazakhmys holds in ENRC.
A spokesman for the company said: “ENRC announced that it was in talks with us when no talks had taken place and it has now come up with a derisory offer that is clearly ill-considered.”
ENRC’s low-ball offer is particularly odd as it has no hope of launching a hostile bid. The chairman and chief executive of Kazakhmys control 55 per cent of the company between them and therefore can block everything but a friendly bid.
This unusual takeover battle may raise questions about ENRC’s corporate governance among City institutions concerned by its lack of transparency. The company, which was formed from a collection of privatised Kazakh mining assets, became a legal entity only two years ago and has tried to improve its image by hiring some big names to sit on its board.
ENRC’s chairman is Sir David Cooksey, the former chairman of Advent Venture Partners and a former director of the Bank of England. Other nonexecutive directors include Sir Richard Sykes, a former chief executive of Glaxo Welcome, and Sir Paul Judge, a former director-general of the Conservative Party.
ENRC has also secured the services of Mehmet Dalman, a hedge fund banker and former Commerz-bank deal maker.
It is a top ten exporter of iron ore and pellets and a growing player in alumina and aluminium. The company also has a coalmining and power generation business that produced 16 per cent of Kazakhstan’s electricity last year.
Kazakhmys dates back to 1930, when operations began at the Balkhash. It is now one of the top ten copper producers worldwide and also produces zinc, silver and gold.
Shares in Kazakhmys, which joined the FTSE 100 in December 2005, had risen amid speculation of a buyout by ENRC, reaching £19.20 earlier this week. Its price fell £1.28 to £17.86 yesterday. ENRC’s share price rose 19p to £13.07.
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