Helen Power, M&A Correspondent and Miles Costello
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BHP Billiton’s hostile pursuit of Rio Tinto, its mining rival, ended yesterday, bringing to a halt an extraordinary bonanza for advisers who have reaped more than £400 million in fees and other payments from the failed bid effort (see Commentary, facing page).
BHP infuriated its shareholders by revealing that it had spent $450 million (£291 million) on the failed deal, running up vast bills for the arrangement of financing and advice from investment banks, lawyers, accountants and public relations firms.
Rio Tinto, meanwhile, is estimated to have spent about £120 million on the six investment banks, two law firms, one accountant and one public relations company that it used to help to fend off the unwanted suitor.
With few sizeable global mergers and acquisitions mandates on the horizon, the collapse of the bid is a bitter blow to the many advisers.
Of the BHP fees, it is understood that about $75 million is for the $55 billion committed lending facility involving Goldman Sachs, Barclays, HSBC and others that the miner secured to help to fund the prospective $147.8 billion takeover bid last year.
Of BHP’s other fees, it is believed that the bulk will go to legal and tax advisers who charge by the hour and billed for thousands of hours worked, particularly on regulatory clearance. Goldman Sachs pocketed a significant success fee in February, when BHP initiated a formal bid, but since then will have been paid only relatively modest sums. Rio will reveal the cost of its defence next year.
Key shareholders in BHP Billiton – many of whom also have cross-holdings in Rio – toldThe Times that they were stunned that Marius Kloppers, the chief executive of BHP, had, without warning, dropped a mega-merger that he described only weeks ago as “a deal for all seasons”.
One top ten shareholder said: “The fees are an absolute disgrace. This is an appalling destruction of value that has redistributed wealth from shareholders and the company to legal and financial advisers in the City.” Another said: “Perhaps the chief executive’s bonus could be used to help pay for it.”
A third shareholder with a big cross-holding was incensed by BHP, but noted that Rio would have to sort out its own business: “We could sack the boards, but I don’t get the sense that there is strong feeling for that at the moment. We would tell Marius Kloppers that we told him so and he should not have bid; we would tell Rio Tinto to sort out its balance sheet.”
BHP’s share price closed at £10.51, up by 7.2 per cent, and Rio ended at £15.55, down 36.7 per cent. Rio’s share price was also hit by fears that it would struggle to refinance $8.9 billion of debt, used to help to finance its Alcan acquisition, which comes due next October. Some analysts suggest that Rio will struggle to repay the loan unless it raises fresh equity capital. Rio denies this and said that it would not seek to raise new equity in 2009.
Last night Moody’s Investors Service placed the A3 senior unsecured rating for the Rio Tinto Group of companies, under review for possible downgrade.
BHP took the decision to drop its bid at a board meeting in Australia on Monday before making its formal announcement yesterday. Sources close to the board said that the European Commission’s insistence that BHP divest Rio Tinto’s key iron ore and coal assets was the deal breaker.
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