考研阅读精选：智利铜业并购英美资源在智资产引纷争
Good copper bad copper智利铜业并购英美资源在智资产引纷争
Nov 21th, 2011 | From the Economist
http://images.koolearn.com/casupload/upload/fckeditorUpload/2011-12-12/image/a290a7224dc34d5393443ccdf0040de6.jpg
CHILEAN business has historically been a cosy, clubby world, wheredeals are sealed with a handshake in social settings. However, now thatthe price of copper, the country’s chief export, has reached recordhighs, Chile is getting a taste of proper corporate drama.
Themining industry has boomed in recent decades under a hybrid structure,in which Codelco, the state copper company, competes with private firms.Codelco hired Diego Hernández, a former BHP Billiton executive, as itsCEO primarily to oversee an expansion strategy.
The easiest wayto grow is by acquisition, and no acquisition would be easier tocomplete than taking a stake in the Sur project owned by Anglo American,a British conglomerate. It consists of two mines, a smelter, and tworecently discovered copper deposits in the mountains north-east ofSantiago, the capital, which Anglo estimates contain 2.1 billion tonnesof ore. If confirmed, that would increase the company’s reserves byhalf. The deposits lie in a valley adjacent to Andina, a Codelco minethat is already being expanded.
In 1978 Codelco acquired anoption to buy up to 49% of Sur during a one-month window in Januaryevery three years. Its next opportunity falls in 2012. Last month thecompany announced it would exercise the option. Its contract contains aformula for calculating the price, which is based in part on Sur’sprofitability in the five years before purchase. Codelco says thisequation values the project at $13.5 billion. It has secured a $6.75billion loan from Japan’s Mitsui to pay for its share.
However,the formula takes no account of the lucrative new finds at Sur. AngloAmerican is in no mood to offload shares at a fraction of their value.To fend off Codelco, the company reached a deal with Mitsubishi, aJapanese trading house, to sell a 24.5% stake for $5.4 billion—avaluation of almost $22 billion, nearly double Codelco’s figure. AngloAmerican said Codelco would have to settle for a smaller holding afterits deal with Mitsubishi is finalised.
Codelco’s managers arelivid, and accuse Anglo American of breaching their contract. “When wetalk about an infringement of good faith, we’re not talking about a pactof honour or a gentleman’s agreement,” Mr Hernández said recently.“We’re talking about a legal obligation with which Anglo American has tocomply. They’re trying to stop us from exercising our legitimateright.” In response, Anglo American said it had not violated itsobligations and had simply found a better deal for its shareholders.
The dispute could sour Chilean attitudes towards Britain. Copper is thelifeblood of the Chilean economy, and state-owned Codelco is the onlycompany that excites any degree of nationalist sentiment in the country.Indignant politicians and union leaders have accused Anglo of trying torob Chileans of their God-given copper. In London, where Anglo’s sharesare traded, the British government has spoken to the Chileanambassador.
It will also serve as a test of the Chilean legalsystem. The country is widely seen as a stable, business-friendlyenvironment where contracts are enforced. In this case, however, thecontract seems open to interpretation, and both sides say there areclauses in it to support their arguments. Ultimately, the winners ofthis battle might be not the companies themselves, but their lawyers.(549 words)
文章地址：http://www.economist.com/blogs/americasview/2011/11/chiles-mining-industry
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