Merger timing and anti-trust update
Zug, 11 July 2012
Further to our announcement of 5 July 2012, the Court Meeting originally convened for 11.00 a.m. CEST on 12 July 2012 to approve the Scheme of Arrangement in respect of the recommended all-share merger of equals (the “Merger”) with Glencore International plc (“Glencore”) will be adjourned to Friday 7 September 2012.
A new extraordinary general meeting will be convened for Friday 7 September, to follow the Court Meeting. As previously announced, the Xstrata extraordinary general meeting convened for 11.30 a.m. CEST on 12 July is proposed to be adjourned, subject to the passing of an ordinary resolution to adjourn the meeting.
Xstrata’s supplementary scheme circular, containing the detailed terms of the Amended Management Incentive Arrangements which are also included in an appendix to this announcement, and details of the shareholder meetings to be held on 7 September 2012, will be posted to Xstrata shareholders as soon as Glencore’s supplementary prospectus has been finalised. The terms of the Merger remain otherwise unchanged.
Since publication of the Scheme Circular on 31 May, the Australian Competition and Consumer Commission has approved the transaction and the US Department of Justice has allowed the Hart-Scott-Rodino waiting period to expire without taking any action or seeking any type of remedy. The merger review process is ongoing in both China and South Africa and the parties continue to engage in constructive discussions with the European Commission ahead of formal notification of the transaction. Glencore and Xstrata continue to anticipate completion of the Merger early in the fourth quarter.