16th August 2006
Teck Cominco proposed paying C$89 a share for Inco, including at least C$71.20 in cash and the rest in stock. To finance the bid, Vancouver-based Teck Cominco plans to raise C$5,73-billion overnight in Canada's biggest-ever equity sale.
Should the share offering fail, the revised bid wouldn't go ahead.
“This is bold and daring,” said Ronald Mayers, who invests in companies involved in mergers and acquisitions for Montreal-based Desjardins Securities, which holds Inco shares. “If they can place those shares, it is one of the smartest banking moves that I've seen in my 20 years in the industry.”
Record prices for metals from copper to nickel triggered a surge in takeovers among mining companies. Brazil's Cia. Vale do Rio Doce on Aug. 11 made an unsolicited cash offer of C$19,4-billion, or C$86 a share, for Toronto-based Inco, the world's second-biggest nickel producer. That threatened to derail a friendly acquisition by Phelps Dodge Corp.
Inco's shares rose 95 cents, or 1,1%, to C$89,76 on the Toronto Stock Exchange. They have gained 73% in the past year. Teck Cominco shares were up 81 cents, or 1%, to C$79,81 at 2:01 p.m., when trading was suspended.
Teck Cominco, the world's biggest zinc producer, said its bid, expiring around Aug. 30, is “the best and final offer for Inco”. The equity sale is conditional upon Teck getting at least two-thirds of the Inco shares tendered. The offering would be the fourth-biggest in the world this year, according to data compiled by Bloomberg.
“They're doing the best they can to get that cash portion up,” said John Kinsey, a portfolio manager at Caldwell Securities Ltd. in Toronto “It tells me that they're kowtowing as much as possible to the hot money held by hedge funds that want more cash,” he said.
The syndicate of underwriters is led by BMO Capital Markets, Merrill Lynch Canada Inc., TD Securities Inc. and CIBC World Markets Inc., Teck Cominco said.
“It's very difficult to say if people will buy these shares,” said Aldo Sunseri, chief equity trader at CI Financial Income Fund, Mutual Funds Inc., Canada's second-biggest independent fund manager, which oversees $49-billion in Toronto.
“It's a 30% dilution of existing Teck shareholders, and it won't happen unless Teck gets Inco,” he said.
Inco said in a statement it will review the latest Teck Cominco offer.
Shares of Vale, the world's largest iron-ore producer, fell 44 centavos to 40,86 reais in Sao Paulo. The shares have climbed 14% from a year ago.
Vale, based in Rio de Janeiro, may increase its unsolicited bid. Before the Teck Cominco announcement, Inco said it may hold talks with Vale. Inco still recommended the Phelps Dodge offer. “Vale will need to come back with another offer quickly, especially since Teck Cominco is arranging an overnight stock offer to raise capital,” said William Landers, who manages $4-billion of Latin American assets for Merrill Lynch Investment Managers.
“There is still room to pay more without undermining value in the company.”
The Merrill Lynch Latin America fund was the 14th largest registered holder of Vale stock, according to data compiled by Bloomberg from securities regulators. His fund held 1,76-million shares of Vale preferred stock, or 0,2% of the total, as of November 2005.
Phoenix-based Phelps Dodge, the world's third-biggest copper producer, rose $2,36, or 2,6%, to $91,70 in New York Stock Exchange composite trading. They have gained 60 percent in the past year.
Phelps Dodge's bid to buy both Inco and Toronto-based Falconbridge Ltd. was derailed last month. Falconbridge said investors should accept the hostile offer by Xstrata Plc after shareholders rejected the friendly takeover by Inco. The Phelps Dodge acquisition of the two Canadian companies at $37,8-billion would have been the industry's biggest.
Teck Cominco Chief Executive Officer Don Lindsay has said nickel prices may rise the most among base metals in the next few years because of demand from China and other expanding economies.
Inco's nickel assets include Voisey's Bay in Canada and its Goro project under construction in New Caledonia. Teck Cominco also produces coal, copper, gold and specialty metals.
Lindsay declined to comment today.
The largest share sale ever completed in Canada was the Canadian government's C$3.2 billion sale in September 2004 of its remaining 49,4-million shares of Petro-Canada, the former state-owned oil company.
Teck Cominco on July 31 offered C$40 in cash and 0,5821 of a Teck share. The revised offer will consist of at least 80% cash and as much as 20% in Teck shares.
Edited by: Bloomberg