RIV - Riversdale Mining

23/12/2010 10:22:00 AM Suspension from Official Quotation
http://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=01136433

Announcment to be made at 2:00 PM today!!
-- one condition yet to be satisfied!

The three major shareholders (Passport, CSN and Tata) own about 55% of RIV and assume that they will have big influence on the outcome by the board!


758

SP RIV$16.670 $0.370 (2.270%) @ Thu 23 Dec 2010 2:44 PM

http://www.skynews.com.au/businessnews/article.aspx?id=555636&vId=
Riversdale backs Rio's takeover bid
Updated: 13:29, Thursday December 23, 2010

Mining giant Rio Tinto Ltd has secured the backing of takeover target Riversdale Mining Ltd after raising its bid for the collier to $3.9 billion.

With speculation other companies, including Swiss mining giant Xstrata may be readying to make a bid, Rio Tinto on Thursday offered $16 per share for Riversdale.

If Rio Tinto was successful in its takeover bid for Riversdale, it would mark the mining giant's first major acquisition since its ill-timed $US38.1 billion takeover of Alcan in 2007 at the height of the commodities boom.

Riversdale told shareholders its board had carefully considered the offer and most directors had recommended the move, with one director abstaining from voting.

'All recommending directors and Niall Lenahan, the chief financial officer of Riversdale, intend to accept the Offer in respect of their own shareholdings, in the absence of a superior proposal,' Riversdale said.

Rio Tinto has secured pre-bid agreement in relation to 14.9 per cent of Riversdale's current shares on issue.

Riversdale is 24 per cent owned by India's Tata Steel, which also has a 35 per cent stake in the Benga coal project in Mozambique.

Benga is projected to produce 20 million tonnes per annum of coal by 2013.

Riversdale owns another major project in Mozambique and controls the Zululand Anthracite operation in South Africa.

The offer price represents a 46 per cent premium to the one-month volume weighted average price (VWAP) of Riversdale shares to November 3, Rio Tinto said in a statement.

Riversdale shares last traded at $16.30 per share.

'The Offer will be financed through Rio Tinto's existing cash reserves and credit facilities,' Rio said.

Chief executive of Rio Tinto's energy division, Doug Ritchie said the acquisition was in line with Rio's strategy of investing in large, long term, cost-competitive mines.

'Rio Tinto's extensive experience in infrastructure and large project development combined with our significant financial capacity means that we are well placed to take Riversdale's asset base through its next phase of development,' Mr Ritchie said.

'We believe Rio Tinto is one of the few groups in the world with the capabilities, values and incentives to develop the projects quickly and to a world-class standard,' he said.

Mr Ritchie said the takeover underlined his company's commitment to Africa.

Investors had largely been expecting Rio to come back with a $16 bid to better earlier talks of a $15 bid that were confirmed this month.

It is expected Riversdale will send its shareholders the bidder's statement and target's statement in January next year.


23/12/2010 11:58:00 AM RIO: Recommended cash offer by Rio Tinto for Riversdale
http://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=01136542
Recommended A$16 per share cash offer by Rio Tinto for Riversdale
23 December 2010

• Recommended cash offer price of A$16 per ordinary share values Riversdale at approximately A$3.9 billion1.

• Rio Tinto has entered into pre-bid agreements in relation to 14.9 per cent of Riversdale’s current shares on issue.

• Shareholders who have signed pre-bid agreements include a number of senior executives of Riversdale including Michael O’Keeffe (executive chairman), Steve Mallyon (managing director) and Niall Lenahan (chief financial officer).

• Rio Tinto’s offer provides Riversdale shareholders with an attractive, all-cash offer for their shares at a substantial premium to historical trading prices.

• Acquisition provides Rio Tinto with a substantial tier one coking coal development pipeline in the emerging Moatize Basin in Mozambique, in line with Rio Tinto’s strategy of developing large, long-life, low operating cost assets to grow shareholder value.

Rio Tinto Group (LSE: RIO, ASX: RIO, NYSE: RIO) (“Rio Tinto”) and Riversdale Mining Limited (ASX: RIV) (“Riversdale”) have entered into a Bid Implementation Agreement (“BIA”) for a cash offer (the “Offer”) by Rio Tinto2 to acquire all of the issued and outstanding shares of Riversdale by way of a recommended off-market takeover offer.

The Offer price of A$16 per share values Riversdale at approximately A$3.9 billion3. The Offer price represents a 46 per cent premium to the one-month volume weighted average price (“VWAP”) of Riversdale shares to 3 November 20104 and a 24 per cent premium to the one-month VWAP of Riversdale shares to 3 December 20105. The Offer will be financed through Rio Tinto’s existing cash reserves and credit facilities.

The Riversdale Directors have recommended, in the absence of a superior proposal, that shareholders accept Rio Tinto’s Offer and have indicated they intend to accept the Offer for shares in Riversdale which they control. Riversdale’s executive chairman (Michael O’Keeffe), managing director (Steve Mallyon) and chief financial officer (Niall Lenahan) have entered into pre-bid agreements in relation to shares in which they have a relevant interest.
-- Mr N.K. Misra, who is the Board nominee of Tata Steel, Riversdale's largest shareholder, abstained from voting on the Board resolution to announce and recommend the Offer.

In aggregate, Rio Tinto has secured pre-bid agreements in relation to 14.9 per cent of Riversdale’s current shares on issue.

Implementation
Rio Tinto and Riversdale have entered into a Bid Implementation Agreement in respect of the Offer. A copy of the BIA is attached to Riversdale's announcement of the Offer.

The Offer is subject to a number of conditions including Rio Tinto acquiring a relevant interest in excess of 50 per cent in Riversdale, Foreign Investment Review Board approval as well as no material adverse change occurring and Riversdale conducting its business within certain specified parameters. A full list of the conditions to the Offer is set out in Appendix I.

The BIA also contains customary deal protection mechanisms including “no shop” and “no talk” restrictions and a matching right for Rio Tinto in the event of a competing proposal. A break fee of A$37.8 million is also payable to Rio Tinto in certain circumstances.

-------------------------------------------------------------------------------
23/12/2010 11:57:00 AM Rio Tinto Offer
http://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=01136540

Riversdale (ASX:RIV) today announced that it had entered into a Bid
Implementation Agreement (“BIA”) with Rio Tinto Group (ASX:RIO, “Rio Tinto”),
pursuant to which Rio Tinto has agreed to make an all cash off-market takeover bid
at A$16.00 per share for all the Riversdale shares. The Offer is subject to a greater
than 50% minimum acceptance condition, FIRB approval, no prescribed
occurrences, various other restrictions on the conduct of Riversdale’s business
during the Offer period and a number of other conditions that are included in the
BIA. A copy of the BIA is Attachment 1 to this media release.

The Riversdale Board has carefully considered the Offer, and all Recommending
Directors (being Executive Chairman Michael O’Keeffe, Managing Director Steve
Mallyon and non-executive directors Andrew Love, Gary Lawler and Tony Redman)
(the “Recommending Directors”) recommend that Riversdale shareholders accept
the Offer in the absence of a superior proposal. Mr N.K. Misra abstained from voting
on the Board resolution to announce and recommend the Offer in the absence of a
superior proposal.

All Recommending Directors and Niall Lenahan, the Chief Financial Officer of
Riversdale, intend to accept the Offer in respect of their own shareholdings, in the
absence of a superior proposal.

Additionally, Rio Tinto has entered into pre-bid agreements with a number of
shareholders under which it has secured call options over 14.9% of the issued share
capital of Riversdale for A$16.00 per share. Of the 14.9% of shares subject to prebid
agreements, 1.3% reflects shares held by Michael O’Keeffe, Niall Lenahan and
Steve Mallyon and the remaining 13.6% was provided by institutional shareholders.

The Recommending Directors and Niall Lenahan own an additional 1.1% of the
issued share capital of Riversdale in total which is subject to the intention to accept
in the absence of a superior proposal described above.

Great article:

http://www.businessday.com.au/busin...ift-39bn-riversdale-offer-20101223-196jg.html

Rio under pressure to lift $3.9bn Riversdale offer
Barry FitzGerald
December 24, 2010

RIO Tinto's well-flagged $3.9 billion cash takeover bid for Riversdale Mining has come under pressure on expectations Rio will have to increase the offer to secure acceptances from key shareholders in the emerging coking coal group.

Suggestions the highly strategic nature of Riversdale's Mozambique coal interests could flush out counter-bids also put the Rio offer - increased from the $15 a share in earlier talks with Riversdale to $16 a share - on the back foot.

The increase in the offer has secured Rio a pre-bid agreement, giving it a call option over 14.9 per cent of Riversdale, with key Riversdale directors (1.3 per cent) and institutional shareholders (13.6 per cent) providing the stock.

Rio also has a matching right in the event of a competing bid and would receive a ''break fee'' of $37.8 million in certain circumstances should it not win the day. Riversdale cannot solicit competing proposals.

But the market still strongly indicated its belief Rio would struggle to meet its minimum acceptance condition of 50 per cent, or ward off potential counter-bidders, without an increase in the $16-a-share bid price.

Riversdale shares closed 27 ¢ higher yesterday at $16.57. Hartleys senior resources analyst Andrew Muir said it was likely the Rio bid was just the ''opening shot in a bidding war for the company to gain access to the world-class resources of its Mozambique projects''.

His valuation of Riversdale is $18.80 a share and ''far more than $20 a share'' once key infrastructure issues (rail, barging and port access) with one of Riversdale's projects (Zambeze) are solved.

''This bid gives Riversdale credibility that it is sitting on a world-class coal asset,'' Mr Muir said.

''However, we believe the bid undervalues the asset.'' He expected the most likely competing bid to come from Tata Steel. Other potential bidders included Xstrata, CSN and Vale, he said

RIO"s chances of takeover have improved a little with the third largest shareholder Passport Capital 15.69% selling 18,699,999 or 8% shares to RIO.

Tata Steel Global Minerals Holdings 24.21% & CSN Europe Limitada 16.29% now hold 40.5%.

Top Twenty Shareholders held 86.86% of the shares per the Annual Report 2010

Substantial Shareholders As at 27 October 2010, the issued capital of the company was 236,033,688
-- current issued capital is 236,546,188
1 Tata Steel Global Minerals Holdings 24.21%
2 CSN Europe Limitada 16.29%
3 Passport Capital 15.69% --- have now sold 18,699,999 shares to RIO per ASX ANN today (8% of their total)

24/12/2010 11:13:00 AM Initial Substantial Shareholder Notice from RIO http://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=01137416

RIO have acquired 35,412,111 Ordinary shares at $16.00 - 14.97%

http://www.upi.com/Business_News/20...rsdale-in-takeover-tussle/UPI-41011293207813/

Sydney-based Riversdale in takeover tussle
Published: Dec. 24, 2010 at 11:23 AM

MUMBAI, Dec. 24 (UPI) -- India's Tata Steel Ltd. says it's studying a $3.91 billion offer for Riversdale Mining Ltd., and a group of Indian state-run companies considered a counter-bid.

Tata Steel owns a 24 percent interest in Sydney-based Riversdale, for which Rio Tinto Ltd. has made a takeover bid, The Wall Street Journal reported Friday.

Tata Steel, in a regulatory filing, said it would "evaluate the takeover bid in the context of other alternatives available to Tata Steel."

International Coal Ventures Ltd. -- a joint venture of Steel Authority of India Ltd., NTPC Ltd., NMDC Ltd., Rashtriya Ispat Nigam Ltd. and Coal India -- announced it has appointed Citibank as its merchant banker to advise on a possible counter-bid for Riversdale.

ICVL's chairman denied the group had initiated talks with Tata Steel about a counter-bid.

"No. Any decision on bidding will be taken after the merchant banker's report," Chairman C.S. Verma said.

Any ICVL bid would have to top Rio Tinto's offer of $16 a share for Riversdale.

Verma said ICVL has enough time to decide whether to make a counter-bid because a Riversdale shareholders' meeting on Rio Tinto's offer will take place after 30 days and Citibank will submit its report within two weeks.

The more bidders the merrier for RIV holders.
- I hold RIV shares

http://www.businessday.com.au/business/anglo-to-rival-rios-bid-for-riversdale-20101226-197uq.html

Anglo to rival Rio's bid for Riversdale New Delhi
December 27, 2010

THE global battle for control of the world's natural resources has flared again when it emerged that Anglo American could gatecrash Rio Tinto's plans to buy Riversdale Mining, the Australian coking coal group, for £2.5 billion ($A3.86 billion).

Headed by chief executive Cynthia Carroll and chairman Sir John Parker, Anglo has joined a list of possible counter-bidders for Riversdale, whose African business produces coal for the fast-growing Asian steel industry.

Evidence of the importance of coking coal to China surfaced recently when Riversdale signed an agreement with Wuhan Iron and Steel to jointly develop Riversdale's huge Zambeze coal reserves in Mozambique.

Last month Anglo said it was focusing on its coking coal interests in Australia and hinted that it was in the market for overseas expansion.

The company is disposing of assets such as zinc, and concentrating on minerals with more lucrative returns. Anglo, which is believed to have appointed Morgan Stanley to advise on its options, will face stiff competition, with The Wall Street Journal reporting that Tata Steel of India, which controls 24 per cent of Riversdale, is considering an offer.

International Coal Ventures (ICVL), an Indian state-run joint venture, is also believed to be studying an offer for Riversdale Mining to counter the $3.86 billion bid from Rio Tinto Group.

ICVL appointed Citigroup to examine a possible takeover offer for the Sydney-based coal company with mines in Mozambique, the venture's chairman, C. S. Verma, said over the weekend.

London-based Rio last week bid $16 a share for Riversdale, securing 14.9 per cent of the company in pre-bid agreements.

Indian companies are seeking coal mines overseas to ensure raw material supplies for producing steel and electricity. Brazil's Vale SA or Eurasian Natural Resources may make bids, as Tata Steel, Riversdale's biggest holder, said it would study Rio's offer "in the context of other alternatives" available to Tata.

"The $16 cash offer is unlikely to secure acceptance from all of Riversdale's shareholders," analysts led by Hayden Bairstow at CLSA Asia-Pacific Markets, said in a report, raising his price target for Riversdale by 3 per cent to $18.

Riversdale's "Benga and Zambeze coal projects are world class and we believe other suitors may show an interest in Riversdale now a formal bid has been tabled," he said.

A successful bid for control will need the support of at least one of Riversdale's major shareholders, with the top-three investors owning about 51 per cent.

These shareholders, Tata Steel, Passport Capital LLC and Siderurgica Nacional SA were kept informed during the talks with Rio and haven't raised any objections, Riversdale managing director Steve Mallyon said. Riversdale stock climbed 0.8 per cent to $16.70 last week, 5.6 per cent more than Rio's offer, which was recommended by Riversdale's board, bar the director appointed by Tata Steel.

A counter bidder may have to pay as much as $20.80 a share, Commonwealth Bank of Australia analysts led by Tomas Vasquez said.

Riversdale had not had approaches from another company, Riversdale's Mr Mallyon said. Citigroup will submit its report in two weeks, Mr Verma said in Delhi after a board meeting. ICVL had not discussed Riversdale with Tata Steel, he said.

960

http://www.theaustralian.com.au/bus.../story-e6frg8zx-1225978221309?from=public_rss

Mixed signals from India on Riversdale bid
Sarah-Jane Tasker From: The Australian December 30, 2010 12:00AM

RIO Tinto's chances of securing Riversdale Mining in a $3.9 billion bid has increased.

This, after talk that a rival Indian consortium may not have the financial capacity to challenge the global major for the coal prize.

International Coal Ventures Ltd -- a joint venture between five Indian state-run companies -- had been expected to make a rival offer for the Mozambique-focused mining hopeful, but a person familiar with ICVL told Dow Jones Newswires the group may not make a counter bid.

ICVL, which includes Steel Authority of India, NTPC, NMDC, Rashtriya Ispat Nigam and Coal India, last week appointed Citibank as its adviser for a possible bid, sparking speculation it would force Rio to lift its offer.

But the source said the group was not authorised to invest beyond INR15bn (about $32 million), so they cannot take over Riversdale.

The latest newsflow out of India contradicts comments by the country's Steel Minister, Virbhadra Singh, who said this week that the government was serious about Riversdale, adding there was "no financial problem".

Rio Tinto's $16-a-share bid for Riversdale has been endorsed by the target's board but analysts had widely tipped a bidding war to erupt for the sought-after coal assets, which has strengthened the company's share price.

Tata Steel, Riversdale's largest shareholder, is yet to accept Rio's offer.

Shares in the Sydney-based Riversdale closed 1.80 per cent higher yesterday at $17.

http://www.businessspectator.com.au...o-Ameri-pd20110113-D32QX?opendocument&src=rss

Will Rio wave ta-ta to Riversdale?
Stephen Bartholomeusz
Published 12:12 PM, 13 Jan 2011
Last update 10:14 AM, 14 Jan 2011


Rio Tinto’s $3.9 billion bid for Riversdale Mining formally opened on Tuesday. It’s going to be a nervous couple of weeks for the bid team as they wait to see whether their bid for the Mozambique coal miner is caught up in the geopolitics of resource security.

Riversdale controls a vast but largely undeveloped coking coal resource in Mozambique that has already attracted the interest of Indian, Chinese and Brazilian steelmakers.

India’s Tata Steel owns 24.2 per cent of the group and has a 35 per cent interest in one of its projects. Tata’s representative on the Riversdale board has so far abstained from making a recommendation on the offer.

Among Riversdale’s other strategic shareholders a Brazilian steelmaker, CSN, owns about 13 per cent. A US hedge fund, Passport Capital, owns 16 per cent, half of which has been committed to Rio under a pre-bid agreement.

China’s Wuhan Iron and Steel had signed a non-binding heads of agreement to acquire a 40 per cent interest in the giant Zambeze project and to take up an 8 per cent shareholding in Riversdale itself that was terminated by Riversdale after the Rio Tinto bid emerged. That agreement did, however, signal China’s interest in the project.

The strategic significance of the 9 billion tonne Zambeze resource was underscored last month when a consortium of state-owned Indian steel and energy companies, International Coal Ventures, hired Citigroup to urgently investigate a possible counter-bid to Rio Tinto’s $16 a share offer. By now ICV should have received Citi’s assessment.

Both India and China have been scouring the world to secure access to, or control of, the key inputs for their steelmakers.

The seaborne trade in coking coal is dominated by Australian resources, particularly the Bowen Basin mines in Queensland, where the floods have disrupted supply and highlighted the vulnerability of the steelmakers to their reliance on one region.

The push by the Bowen Basin producers, led by BHP, to impose shorter-term and market-related pricing on the mills – in line with what has happened in the iron ore market – would, by underscoring the market power of the big coking coal producers, provide additional motivation for diversifying the mills’ sources of supply.

Riversdale’s resources are strategic because they aren’t located in Australia and, for the Indians, because they represent the closest large-scale coking coal resource to India itself. Mozambique has an Indian Ocean seaboard.

The Rio Tinto offer represents a threat to India’s interests, not just because it would bring the Mozambique resources under the control of the trio of big resource groups that dominate the sector – BHP Billiton, Rio Tinto and Anglo American – but because of Rio’s increasingly close relationship with China.

Despite the initial tensions created by the collapse of its proposed $US19.5 billion strategic alliance with China’s Chinalco, Rio Tinto has subsequently repaired the relationship by bringing Chinalco into its giant Simandou iron ore project in Guinea, creating a joint venture with it to explore within China and talking to it about an interest in the Oyu Tolgoi copper-gold project in Mongolia.

The Indian steelmakers would be deeply concerned that if Rio’s bid succeeds the eventual output from the Mozambique resources would be directed to China.

The problem for the Indians is that while they probably have the financial capacity to counter-bid, and Tata’s presence on the Riversdale register provides a tactical advantage, they don’t have the operational expertise to develop the vast open-cut mine envisaged for the Zambeze project and the rail and port infrastructure that will have to be built to move the coal.

That explains speculation that they could team up with Anglo, which would be unlikely to challenge Rio Tinto on its own.

http://www.businessspectator.com.au...-report-pd20110117-D6TC4?opendocument&src=rss

Tata open minded on Rio's Riversdale bid:
Published 9:02 AM, 17 Jan 2011
By a staff reporter, with Reuters

Indian steelmaker Tata Steel said it is keeping an open mind over mining giant Rio Tinto's takeover push for Riversdale Mining Ltd, according to The Australian newspaper.

According to the report, Tata vice-chairman, B. Muthuraman said the Indian firm was happy with the deal as long as its investment goals are met.

"We are a strategic investor, and we want coal for our own use, and we want that coal for an economical advantage," Mr Muthuraman said, according to The Australian.

"As long as these objectives are met, we'll be happy to talk to anybody."

Tata, the world's seventh-largest steel maker, said last week that it would hold on to its shares in Riversdale, calling it a strategic stake.

Riversdale, an Africa-focused coal miner, is facing a $3.9 billion bid from Rio Tinto Ltd in an agreed deal as it seeks to secure coking coal reserves sought after by steelmakers.

Australia accounts for about two-thirds of global coking coal trade and Queensland produces roughly 90 per cent of Australia's share.

http://www.businessday.com.au/business/rio-may-face-riversdale-rival-20110123-1a19v.html

Rio may face Riversdale rival
Ben Butler
January 24, 2011

A CONSORTIUM of state-owned Indian mining and energy companies will decide this week whether to trump Rio Tinto's $3.9 billion takeover bid for Riversdale Mining.

Riversdale's coalmines in Mozambique and South Africa are an attractive target for India, which is dependent on imports to stoke the furnaces of its booming steel industry.

The company already has a significant Indian presence on its share register in the shape of Tata Steel, the seventh-largest steel manufacturer in the world, which owns more than 24 per cent of Riversdale.

International Coal Ventures, a cash-rich consortium of five large Indian state-run companies, will decide whether to go ahead with its bid at a board meeting on Thursday, chairman C. S. Verma told Bloomberg on Saturday.

''Our bid price for Riversdale will be higher than Rio Tinto's if it is to be a viable bid,'' Mr Verma said after an ICVL meeting to discuss the matter.

The consortium's members ''could not conclude the discussions'' and asked for more information from its bid adviser, Citigroup, he told Reuters.

He said ICVL had not been in talks with Tata, which regards its stake in Riversdale as a strategic investment, about a possible joint bid.

A Rio Tinto spokesman declined to comment on the company's likely response to a bid from ICVL.

The mining giant's $16-a-share offer became unconditional on Friday after receiving government approval, and it is believed Rio Tinto will consider its options only if Thursday's ICVL meeting produces a higher bid.

A spokesman for Riversdale, which has recommended shareholders accept the Rio bid, could not be reached yesterday.

Rio Tinto already has its foot on 14.9 per cent of Riversdale but will have to act quickly if the Indian group makes a move, as its offer is set to close on February 18.

The chairman of key ICVL shareholder Coal India indicated the consortium has the money to mount an independent bid.

''Once the proposal goes through, funding will not be a problem because all of us have money,'' Coal India chairman Partha Bhattacharyya told Bloomberg.

Coal India, the world's largest coal producer, owns 28 per cent of ICVL and wants to become ''a leading global player in the energy sector'', according to the company's website.

India's second-biggest steel producer after Tata, Steel Authority of India, also owns 28 per cent of ICVL. India's largest power generator, NTPC, its top iron ore producer, NMDC, and steelmaker Rashtriya Ispat Nigam each hold about 14 per cent.

Rio's bid, which is being mounted using a Jersey-registered subsidiary, was waved through by the Foreign Investment Review Board last week.

FIRB approval was needed because Rio Tinto is listed on both the ASX and the London Stock Exchange.

Treasurer Wayne Swan gave the company unconditional approval to buy 100 per cent of Riversdale, Rio Tinto said in a statement to the stock exchange on Friday night after the market closed. Riversdale shares closed down slightly on Friday, at $16.31.

http://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=01143717

Target`s Statement - Media Release
Released by ASX : 9:16 a.m. 24th January 2011

9581

http://www.businessspectator.com.au...urrent-quickens-pd20110128-DHR9X?OpenDocument

Rio Tinto, Riversdale Mining, ICVL
Supratim Adhikari
Published 7:24 AM, 28 Jan 2011

Rio Tinto is in the box seat to take control of coal miner Riversdale Mining after a highly anticipated bid from an Indian rival failed to materialise.

The consortium International Coal Ventures Limited (ICVL) took its time before making up its mind and after a lot of sabre rattling the end result has been a rather predictable no show. ICVL– a joint venture between Coal India, Steel Authority of India, iron ore miner NMDC, power company NTPC and steel company RINL – has decided not to counter Rio Tinto’s $US3.9 billion bid for Riversdale with Coal India chairman Partha Bhattacharyya telling Reuters that the consortium was not willing to trump Rio’s offer despite a recommendation from its advisor Citigroup to pursue a counter bid at around $US18 a share.

According to India’s Economic Times, the decision was taken unanimously by the ICVL board, however, the consortium has been reluctant to reveal details. ICVL’s move presumably has little to do with a lack of financial strength but perhaps a sign of its inexperience in the M&A game.

The public sector companies in the consortium may be domestic heavyweights in their sector but unlike some of their private sector counterparts – Tata, Essar, Adani Group – have little or no experience of running an overseas entity.

ICVL’s decision probably puts to bed any talk of a bidding war for Riversdale and with the target’s board unanimously backing Rio’s bid the mining giant may be on the cusp of sealing its first big acquisition since its purchase of Alcan in 2007.

bigdog said:

http://www.businessspectator.com.au...urrent-quickens-pd20110128-DHR9X?OpenDocument

Rio Tinto, Riversdale Mining, ICVL
Supratim Adhikari
Published 7:24 AM, 28 Jan 2011

Rio Tinto is in the box seat to take control of coal miner Riversdale Mining after a highly anticipated bid from an Indian rival failed to materialise.

The consortium International Coal Ventures Limited (ICVL) took its time before making up its mind and after a lot of sabre rattling the end result has been a rather predictable no show. ICVL– a joint venture between Coal India, Steel Authority of India, iron ore miner NMDC, power company NTPC and steel company RINL – has decided not to counter Rio Tinto’s $US3.9 billion bid for Riversdale with Coal India chairman Partha Bhattacharyya telling Reuters that the consortium was not willing to trump Rio’s offer despite a recommendation from its advisor Citigroup to pursue a counter bid at around $US18 a share.

According to India’s Economic Times, the decision was taken unanimously by the ICVL board, however, the consortium has been reluctant to reveal details. ICVL’s move presumably has little to do with a lack of financial strength but perhaps a sign of its inexperience in the M&A game.

The public sector companies in the consortium may be domestic heavyweights in their sector but unlike some of their private sector counterparts – Tata, Essar, Adani Group – have little or no experience of running an overseas entity.

ICVL’s decision probably puts to bed any talk of a bidding war for Riversdale and with the target’s board unanimously backing Rio’s bid the mining giant may be on the cusp of sealing its first big acquisition since its purchase of Alcan in 2007.

Click to expand...

http://www.smh.com.au/business/indias-icvl-we-wont-bid-for-riversdale-20110128-1a7d6.html

Hey Big Dog

you are ahead of me and many others.
I wanted to post the link and saw your posting on ICVL decision.
Nevertheless I posted my link and congratulations for a job well done.
Whereas Rio will take a breathing it is interesting to see what they will do with 30% (?) holding from tata steel who are hungry to get coking coal for their massive steel plants in India and UK (Corus). So wait and see baby where to find more coking coal at cheap price by Tata Steel and other Indian Steel makers.

There is some good news for those holding their RIV shares.

Any thoughts on this move by CSN?????

ASX ann today
09/02/2011 Change in substantial holding

http://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=01149327

Notice of change of interests of substantial holder - Riversdale Mining Limited (ASX: RIV)
We (Clayton UTZ) act for Companhia Siderúrgica Nacional and its subsidiary CSN Europe Lda.

We enclose, on behalf of CSN Europe Lda and its related bodies corporate, an ASIC Form 604 ("Notice of change of interests of substantial holder") in relation to Riversdale Mining Limited.

CSN Europe Lda have now increased their shareholding from 31,233,327 (16.29%) to 41,612,113 shares (17.58%) - date of change was Feb 8 per ann.

RIV share price has dropped after todays ANN
RIV$15.770 $-0.230 (-1.438%) @ Wed 09 Feb 2011 12:48 PM Volume 6,099,954 shares

http://www.theaustralian.com.au/bus.../story-fn4xq4v1-1226002898625?from=public_rss

CSN ups stake in Riversdale
David Fickling From: Dow Jones Newswires February 09, 2011 12:36PM

BRAZILIAN steelmaker CSN has raised its stake in Rio Tinto target, Mozambique-focused coking coal developer Riversdale Mining.

In a regulatory statement, CSN said its holding in Riversdale was 17.58 per cent at February 8, up from 16.29 per cent at November 24, with the Brazilian company spending $76.2 million at an average cost of $15.96 per share.

Rio Tinto has offered $16 cash per share for Riversdale, which has a 14 billion-tonne coal resource in north-western Mozambique. The south-east African country is expected to be one of the world's biggest growth regions over the next decade for hard coking coal, a scarce variety of the mineral essential for steelmaking blast furnaces.

http://www.businessspectator.com.au...older-ups-stake-pd20110209-DW426?OpenDocument

Riversdale shareholder ups stake
Published 12:51 PM, 9 Feb 2011
By a staff reporter

A major shareholder has increased its holding in Riversdale Mining Ltd, as Rio Tinto Ltd attempts to push through its $3.9 billion bid for the Africa-focused miner.

The Brazilian steelmaker Cia Siderurgica Nacinoal (CSN) now holds 41.6 million shares, or 17.58 per cent of Riversdale, following purchases this month.

It previously held 31.2 million, or 16.29 per cent of the company.

According to The Australian Financial Review, a further five million shares are understood to have been purchased by CSN today.

Rio's $16-per-share offer is conditional on 50.1 per cent approval. Another key shareholder, India's Tata, has expressed support for the Rio bid.

CSN ASX ANN today
10/02/2011 9:23:00 AM Change in substantial holding http://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=01149692
CSN have bought 5,490,428 more shares Feb 9 and now hold 19.9% of RIV


http://www.theaustralian.com.au/bus.../story-e6frg8zx-1226003272089?from=public_rss

CSN lifts stake in Rio target Riversdale
David Fickling From: The Australian February 10, 2011 12:00AM

COMPANHIA Siderurgica Nacional has raised its stake in Mozambique-focused coking coal developer Riversdale Mining by 1.3 per cent, the Brazilian steelmaker said yesterday, potentially complicating a $US3.9 billion ($3.85bn) offer for Riversdale by Rio Tinto.

The move raises a hurdle for Rio in its first major acquisition attempt since the global financial crisis, and adds to mergers and acquisitions excitement surrounding coking coal miners, amid an expected pick-up in demand for steelmaking materials as the world economy rebounds.

In a regulatory statement, CSN said its holding in Riversdale was 17.58 per cent at February 8, up from 16.29 per cent at November 24.

Rio has offered $16 cash per share for Riversdale, which has a 14 billion-tonne coal resource in northwestern Mozambique.

Since the start of the month, the Brazilian company has spent $76.2 million at an average cost of $15.96 per share buying 4.8 million Riversdale shares, with roughly half of the holding bought at Rio's offer price.

"If you're buying stock close to the bid price, it's a clear signal that you're not going to accept the bid," said Hayden Bairstow, an analyst at CLSA in Sydney.

Another analyst, who asked not to be named, said: "I think they are signalling that there is someone else out there who may bid."

Riversdale's shares closed down 15c at $15.85c yesterday.

Market participants have keenly watched the progress of Rio's bid for Riversdale.

It is Rio's first major takeover attempt since its $US$44bn acquisition of Alcan in 2007, a deal that saddled the company with debt as the global financial crisis was starting to break.

It is also occurring against a backdrop of booming interest in coking coal assets.

Supplies of the commodity, used in steelmaking blast furnaces, are expected to be sharply constrained as demand for steel from emerging economies booms over the next decade.

Mozambique is anticipated to be one of the biggest growth regions for exports of premium hard coking coal, which is currently dominated by mines in Queensland that have been hard-hit by heavy rains over the past few months. Alpha Natural Resources last month offered $US$7.1bn to buy Massey Energy, a miner that has significant coking coal assets in the Appalachian Mountains in the US.

Mr Bairstow said that CSN may be attempting to use its holding in Riversdale as a bargaining chip to ensure access to Riversdale's coal production.

Unlike Tata Steel, Riversdale's largest shareholder, CSN does not have a deal guaranteeing supply from Riversdale, and could suffer if the company is subsumed into a major diversified miner.

"CSN doesn't have an offtake agreement for any of the coal, which is a strange position to be in," Mr Bairstow said.

CSN is unlikely to be in a position to block a bid for Riversdale, as Rio has said it would be happy with a majority stake, in line with its controlling investments in Energy Resources of Australia and Coal & Allied Industries.

However, the threat of bids above Rio's offer price may encourage the company to offer concessions to major shareholders, Mr Bairstow said.

A spokesman for Riversdale said he knew nothing about CSN's move, while spokespeople for CSN and Rio did not immediately return calls for comment.

Dow Jones Newswires

ASX ANN - Rio Tinto`s bid for Riversdale extended by 14 days
http://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=01149723

http://www.theaustralian.com.au/bus.../story-e6frg9e6-1226003576886?from=public_rss

Rio Tinto extends Riversdale bid, CSN continues to increase its stake
David Fickling From: Dow Jones Newswires February 10, 2011 11:13AM

MAJOR shareholders have raised the stakes in the battle for control of Riversdale Mining, with Rio Tinto extending its offer period for the miner, while CSN said it had further raised its stake in the company.
Rio Tinto said it would leave the $US3.9 billion takeover offer open until close of business on March 4, 14 days longer than previously indicated, and said it had opened an institutional acceptance facility to encourage shareholders to signal their readiness to make over their stakes should Rio take majority control of the company.

However, CSN said in a regulatory notice that it had raised its stake in Mozambique-focused coking coal miner Riversdale to 19.9 per cent from 16.29 per cent, raising its bargaining power in the event of Rio Tinto taking control of the miner.

Clive Donner, managing director of Perth-based investment house LinQ and one of Riversdale’s largest and longest-term shareholders, said the steelmaker may be trying to raise its influence in the event of a takeover.

“They may be trying to make sure they’re an important part of the outcome for the company, although you would think that with 19.9 per cent you’ve got pretty much the same bargaining power as with 16.3 per cent,” he said.

The tussle over the company illustrates the uneasy relationship between major steelmakers and miners at a time of booming prices for the key steelmaking commodities of iron ore and coking coal.

Economic growth in emerging economies is expected to sharply increase demand for steel over the coming decade, and miners and steelmakers are increasingly competing to secure reserves of key raw materials.

Rio Tinto is the world’s second-largest producer of iron ore and plans to more than double its output of the commodity by 2015, but at present it is a relatively small producer of coking coal in comparison to its peers, BHP Billiton, Teck Resources and Xstrata.

However, steelmakers are also hoping to bypass major miners by securing access to their own reserves.

ArcelorMittal, the world’s largest steel company, last month took majority control of Baffinland Iron Mines Corp in alliance with private-equity backed Nunavut Iron Ore Acquisition, while Riversdale’s 24.21 per cent largest shareholder, Tata Steel, is entitled to 40 per cent of the expected 10 million-tonnes-per-year of saleable coal production from the company’s Benga project.

While CSN lacks a similar offtake agreement to buy coal from Riversdale, any build in its stake would likely give it more leverage within the company if Rio manages to gain majority control.

The importance of a seat at the table for CSN is illustrated by the price paid for its stake. The company has bought around $150m worth of Riversdale shares since the start of February for only marginally less than Rio’s $16 a share offer price.

Any sort of formal deal between CSN and Rio Tinto in the takeover process would fall foul of corporations law, but the steelmaker could hope to have more influence, and perhaps a board seat, if it became a major shareholder.

Tata Steel already has a director - NK Misra - on the Riversdale board. Along with the rest of the board, he has recommended Rio’s takeover offer, though only in his capacity as a Riversdale director.

Rio Tinto hasn’t demanded a full takeover of Riversdale, in line with its controlling shareholdings in Energy Resources of Australia and Coal & Allied Industries.

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http://www.brisbanetimes.com.au/bus...-upsetting-riversdale-bid-20110210-1aomz.html

Brazilians edge closer to upsetting Riversdale bid
Mathew Murphy
February 11, 2011

RIO TINTO has extended the offer period for its $3.9 billion takeover of Riversdale Mining by two weeks. It made the extension as one of its target's biggest shareholders generated speculation that it might act as a spoiler as it continues to creep up the share register.

The Brazilian steel-maker Companhia Siderurgica Nacional (CSN) has bought another 5.5 million shares to take its holding in Riversdale to 19.9 per cent. That news came a day after it revealed it had spent $76.2 million at an average of $15.96 a share to expand its Riversdale stake.

But those close to the deal suggested CSN was keen to get exposure to coking coal, a key ingredient in steel-making. Riversdale is sitting on a 14 billion tonne coking coal resource in Mozambique.

''Coal is one of the key supply requirements that CSN doesn't have control over,'' the source said. ''They realised as a group that it was one area they needed to secure, and increasing their stake will give them more leverage to negotiating an off-take agreement.

''The only offer that is on the table is the Rio offer. Everyone has formed a view that Rio is better to bring the Benga and Zambeze projects into production and into export markets than Riversdale.''

If CSN was to combine its 19.9 per cent stake with Tata Steel's 24 per cent holding as a blocking stake it would not require much more dissent to sink Rio's aim of achieving the minimum acceptance condition of more than 50 per cent of Riversdale.

Riversdale shareholders have until March 4 to accept the Rio offer. Riversdale shares rose 10 ¢ closer to Rio's $16 offer price, ending yesterday's session at $15.95. Rio shares rose 30 ¢ to $88.68.

RIO are struggling to get the 50% required!

Why RIO up the $16.00 offer?

Are there any reasons for the latest SP slipping to $15.15 - well below the offer SP?

24/02/2011 - Rio Tinto`s bid for Riversdale extended by 14 days
http://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=01154713

http://wotnews.com.au/view/6311567/
Tata Steel yet to decide on its stake in target Riversdale Mining
UPDATED Satish Sarangarajan From: Dow Jones Newswires February 24, 2011 7:14AM

TATA Steel, the world's seventh-largest steelmaker by capacity, said today it hasn't made a decision on its Riversdale Mining stake yet.

Tata Steel, part of the salt to software Tata Group, owns a 24 per cent stake in Riversdale.

The Australian miner has 13 billion tonnes of coking and thermal coal reserves at its Benga and Zambeze projects in the southern African country of Mozambique.

Riversdale is the target of an acquisition bid by Anglo-Australian mining giant Rio Tinto.

Brazilian steelmaker Cia Siderurgica Nacional said earlier in February that it raised its stake in Riversdale to 19.9 per cent from 16.29 per cent.

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