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An article regarding the takeover offer.
Is Freeport-McMoRan's Offer Enough?
Some analysts think a higher price is in order for the mining company's purchase of Phelps Dodge
by Aaron Pressman and Sonja Ryst
The rapidly consolidating global mining industry now has two more major players planning a trip to the altar. On Nov. 20, Freeport-McMoRan Copper & Gold (FCX) announced that it is buying Phelps Dodge (PD) for $25.9 billion, in an effort to grow its copper production. Worth about $126 a share, the offer represents a 33% premium for Phelps Dodge shareholders but still may be a bargain for Freeport, analysts said.
The two are creating the largest M&A deal in the mining sector's history, according to Thomson Financial. The new company, to be called Freeport-McMoRan Copper & Gold, will become the biggest copper producer in the world, passing Australia-based BHP Billiton (BHP). The deal, subject to shareholder and regulatory approval, is expected to close at the end of the first quarter of 2007.
Phelps Dodge has taken its shareholders on a wild ride this year, hitting an all-time high along with the price of copper in a spring rally and then subsequently selling off as the metal cooled. In June, Phelps tried to acquire Canadian nickel producer Inco in a $41 billion three-way merger that also included Falconbridge. But the deal fell apart in September after Brazil's Companhia Vale do Rio Doce (RIO) swooped in with a more appealing all-cash bid. Phelps shares started rising again in October after Atticus Capital, a New York-based money manager with a 10% stake in the company, said it was searching for someone to buy Phelps.
Better Offer Out There?
Analysts say the combination of Phelps Dodge's current operations, which brought in revenue of $8.7 billion and net income of $1.7 billion for the first nine months of the year, along with its untapped holdings around the world are worth far more than $126 a share. Prudential Equity Group analyst John Tumazos estimates Phelps Dodge is worth $182 a share, even as copper prices decline from more than $3.00 a pound to $2.00 in the next few years.
Tumazos expects major shareholders may balk at Freeport's offer in the hopes another buyer like Norilsk Nickel, Rusal, or even metal trading firm Glencore will enter the bidding. There's a "very large likelihood" that more than half of Phelps Dodge shareholders "reject any bid under $150 per share as inadequate or ridiculous," he says.
Standard & Poor's ratings analyst Thomas Watters said in a note issued Nov. 20 that given the current M&A activity in the sector, "it is quite possible further, more aggressive competing bids could emerge." S&P Ratings thinks a successful acquisition of Phelps Dodge would "markedly" enhance Freeport's position in the mining industry. "However, we are concerned about the combined entity's aggressive debt levels," said Watters.
Mining's M&A Explosion
If Freeport-McMoRan closes the deal with its current offer of $88.00 in cash plus 0.67 of a common share of the company for each Phelps Dodge share, the deal will immediately add to its earnings per share (EPS), the mining outfit said. Combined, the two companies expect almost $8 billion of earnings before depreciation, depletion, and amortization and $6.5 billion of operating cash flow in 2006.
Mining companies are gobbling one another up this year as commodities prices soar. Freeport-McMoRan's recent megadeal brings the total dollar amount of M&A in the industry so far in 2006 to $35.7 billion on 162 deals, according to Thomson Financial. During 2005, 118 deals only amounted to $1.6 billion.
Freeport-McMoRan is paying a 33% premium to Phelps Dodge's closing price on Nov. 17. Phelps Dodge shares surged 27% to $120.47 per share on Nov. 20. Freeport-McMoRan's share price fell 3.1% to $55.63 per share.
Giant Capacity
Demand for copper has been rising recently, and there aren't that many large copper development projects in supply. Freeport-McMoRan currently operates the copper and gold Grasberg mine in Papua, Indonesia. Phelps Dodge has mines in North America, South America, and Africa, including the Tenke Fungurume development project in the Democratic Republic of the Congo.
As a combined company, Freeport-McMoRan and Phelps Dodge think they can deliver nearly 1 billion pounds of additional copper production capacity in the next three years. Their projects include the expansion of Phelps Dodge's Cerro Verde mine in Peru, the development of the Safford mine in Arizona, a potential project to extend the life of the El Abra mine in Chile, the expected 2009 production from the Tenke Fungurume copper and cobalt project in the Democratic Republic of the Congo, and the expansion of Freeport-McMoRan's underground mine in Indonesia.