Back to the blog

M&A

BHP's Failed Bid for Anglo American

An overview of BHP's three rejected proposals for Anglo American, examining the deal structure, South African concerns and the Takeover Code deadline

Younas Ficel ·

In May 2024, BHP walked away from its attempt to take over Anglo American after Anglo's board rejected three proposals in under a month. The deal, worth around $49 billion at its peak, would have created one of the world's biggest copper producers.

BHP's first proposal was rejected on 26 April 2024, a revised proposal on 13 May and a third on 22 May. All three were all-share offers with an unusual condition. Before the takeover, Anglo would have had to demerge its stakes in two South African listed companies, Anglo American Platinum and Kumba Iron Ore, and hand those shares to its own shareholders. Anglo's board said this put too much risk on its shareholders, because the demergers would need South African regulatory approvals that could take a long time and come with heavy conditions. South Africa's mining minister also said publicly that he would not support the deal.

Under the Takeover Code, once a possible offer is made public, the bidder has a deadline to either make a firm offer or walk away. BHP's deadline was 22 May, which Anglo agreed to extend by a week. When BHP asked for a further extension, Anglo refused. On 29 May BHP confirmed it would not make an offer. That statement fell under Rule 2.8 of the Code, which stopped BHP from bidding again for six months unless certain exceptions applied, such as Anglo's board agreeing to it.

Anglo responded with its own plan to restructure the business and this month agreed a merger with Canadian miner Teck.

A complicated structure and political risk made the bid hard to deliver. When the Takeover Code deadline arrived, BHP had to commit or step away, and it stepped away.

Sources

This post is general commentary and not legal advice. ClearCut Law is a commentary site, not a law firm.