BHP Group Limited (ASX:BHP) offered an unsolicited, non-binding and highly conditional combination proposal to acquire Anglo American plc (LSE:AAL) from Tarl Investment Holdings, Ltd., Epoch Investment Holdings Limited and Epoch Two Investment Holdings Limited for £25.7 billion on April 16, 2024. Under the terms of the Proposal, ordinary shareholders of Anglo American would receive 0.7097 BHP shares for each ordinary share in Anglo American; and ordinary shares in Anglo Platinum and Kumba (which would be distributed by Anglo American to its shareholders in direct proportion to each shareholder's effective interest in Anglo Platinum and Kumba). The proposal comprises an all-share offer for Anglo American by BHP and would be preceded by separate demergers by Anglo American of its entire shareholdings in Anglo American Platinum Limited and Kumba Iron Ore Limited to Anglo American shareholders. The two parts of the proposal would be inter-conditional. The Board is currently reviewing this proposal with its advisers. An offer period has now commenced not later than 5.00 p.m. until May 22, 2024, either the BHP announce a firm intention to make an offer for Anglo American. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code. There can be no certainty that any offer will be made nor as to the terms on which any such offer might be made. The Proposal is non-binding and subject to customary conditions including completion of due diligence to the satisfaction of BHP. Anglo American has been offered reciprocal due diligence on BHP.

James Hartop, Edward Rowe and Fiona McHardy of Centerview Partners UK LLP; Mark Sorrell, David Hammond and Bertie Whitehead of Goldman Sachs International; and Simon Smith, Anthony Zammit and Tom Perry of Morgan Stanley & Co. International plc acted as Financial Adviser; and Linklaters LLP is retained as legal adviser to Anglo American. David Roberts, Sandip Dhillon, Calvin O?Shaughnessy and Campbell Stewart of UBS, Philip Lindop, Adrian Beidas, Bruce Hart and Akshay Majithia of Barclays acted as financial advisor to BHP. Cyrus Kapadia, Spiro Youakim and Gustavo Plenge of Lazard & Co., Limited acted as financial advisor to BHP.
BHP Group Limited (ASX:BHP) cancelled the acquisition of Anglo American plc (LSE:AAL) from Tarl Investment Holdings, Ltd., Epoch Investment Holdings Limited and Epoch Two Investment Holdings Limited on May 22, 2024. On April 26, 2024, Anglo American board has considered the Proposal with its advisers and concluded that the Proposal significantly undervalues Anglo American and its future prospects, while significantly diluting the relative value upside participation of Anglo American's shareholders relative to BHP's shareholders. In addition, the Proposal contemplates a structure which the Board believes is highly unattractive for Anglo American's shareholders, given the uncertainty and complexity inherent in the Proposal, and significant execution risks. The Board has therefore unanimously rejected the Proposal. As of May 7, 2024, BHP Group Limited made a revised proposal regarding a potential combination to be effected by way of a scheme of arrangement. Under the Revised Proposal, BHP has increased the number of BHP shares that would be received by Anglo American shareholders. Under the terms of the Revised Proposal, ordinary shareholders of Anglo American would receive: 0.8132 BHP shares for each ordinary share they own in Anglo American (BHP Share Consideration) and rdinary shares in each of Anglo American Platinum Limited and of Kumba Iron Ore Limited (distributed by Anglo American to its shareholders in direct proportion to Anglo American shareholders' effective interest in Anglo American Platinum Limited and Kumba Iron Ore Limited), which represents Anglo American shareholders owning, in aggregate, approximately 16.6% of the combined BHP and Anglo American group on completion of the potential combination. As of May 13, 2024, the Revised Proposal was also rejected by the Anglo American Board as the Board considered the Latest Proposal with its advisers and concluded that it continues to significantly undervalue Anglo American and its future prospects. Anglo American shareholders are advised to take no action in relation to this matter. A further announcement will be made as and when appropriate. There can be no certainty that any firm offer will be made. As of May 14, 2024, in order to move forward with the acquisition, Anglo American plc is looking to either sell or demerge De Beers and to sell its steelmaking coal business, demerge its platinum division, and explore options for its nickel arm. As of May 20, 2024, the Board of Anglo American (the "Board") received a third unsolicited, non-binding and highly conditional takeover proposal from BHP Group Limited ("BHP") (the "Latest Proposal"). Under the terms of the Latest Proposal, for each Anglo American share owned, Anglo American's shareholders would receive: 0.8860 BHP shares; and Ordinary shares in each of Anglo American Platinum Limited and of Kumba Iron Ore Limited (distributed by Anglo American to its shareholders in direct proportion to Anglo American's shareholders' effective interest in Anglo American Platinum Limited and Kumba Iron Ore Limited). As the Board continues to believe that there are serious concerns with the structure given that it is likely to result in material completion risk and value impact that disproportionately falls on Anglo American's shareholders, the Board of Anglo American has unanimously rejected the Latest Proposal and extends PUSU deadline to May 29, 2024. As of May 29, 2024, Anglo American plc rejected BHP Group plea to extend takeover talks. As of May 29, 2024, BHP has indicated that it would also be willing to discuss an appropriate reverse break fee, payable by BHP, on failure to achieve the necessary anti-trust and regulatory approvals, including in South Africa and has proposed a range of socioeconomic measures intended to address Anglo American?s concerns regarding our proposed transaction structure. As of May 29, 2024, BHP confirming that it does not intend to make an offer for Anglo American. As a result, BHP is bound by the restrictions set out in Rule 2.8 of the Takeover Code. as of May 30, 2024, shareholders the company had elected to follow the ?clear pathway? laid out by chief executive Duncan Wanblad in Anglo?s hastily accelerated plan to resurrect its own fortunes after a horror year in 2023 i.e., the company will sell its Queensland metallurgical mines, spin-off its platinum assets, put its nickel operations into care and maintenance, divest or demerge its interests in diamond behemoth De Beers and suspend the development of its huge Woodsmith potash project in the UK.