The Wall Street Journal-20080206-BHP-s Sweetened Bid Raises Pressure on Rio Tinto

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BHP's Sweetened Bid Raises Pressure on Rio Tinto

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BHP Billiton sweetened its unsolicited offer for rival Rio Tinto, increasing pressure on its rival to accede to a deal that would create a global mining giant with considerable market sway.

Rio Tinto said it would consider the offer. People close to the company said the bid isn't likely to be accepted, raising the potential for a protracted dance between the two.

BHP said it would offer 3.4 shares of stock for one share of Rio Tinto, up from the previously rejected 3-for-1 proposal. BHP said the offer is valued at $147.4 billion, which would make it one of the largest takeovers ever if completed. Pricing is tricky due to Rio Tinto's complex corporate structure.

BHP wouldn't rule out raising its bid further but said its offer remains the only one on the table. BHP's first formal offer is "the only offer that we have made," said BHP Chief Executive Marius Kloppers. BHP, which said its offer is contingent in part on receiving 50% shareholder approval and regulatory approval, said it hadn't talked to Rio Tinto about the revised bid.

BHP's approach was complicated late last week when Aluminum Corp. of China and Alcoa Inc. bought a 12% stake in Rio Tinto's London-listed stock, which equated to a 9% stake in the whole company. BHP said its increased offer wasn't solely in response to that move. "We have obviously had approximately three months to gather information. I would not pin that decision on any individual action or piece of information," said Mr. Kloppers. "Chinalco looms large because it is the most recent."

Mr. Kloppers said BHP could proceed without the support of Chinalco and Alcoa. Alcoa said it was studying the offer, while Chinalco declined to comment. BHP said it would buy back up to US$30 billion in shares if the deal is successful.

The Chinalco-Alcoa investment implied a valuation for Rio of four BHP shares per Rio Tinto share. BHP's new offer of 3.4 shares is in line with where Rio Tinto has been trading in recent weeks. The higher offer is "a good sign but probably not enough," said one of the people close to Rio Tinto.

In a statement, Rio Tinto said its management "will consider the terms of the proposal carefully in the light of all circumstances and will make a further statement once they have completed this assessment."

Mr. Kloppers said he was confident BHP could win the necessary regulatory approvals, despite its strong presence in everything from copper to iron ore, a key steelmaking ingredient.

The higher bid comes after BHP in November disclosed an informal proposal to buy Rio Tinto. Rio Tinto rejected the offer, saying it was too low. United Kingdom regulators had given BHP until today to make a formal offer or withdraw.

Rio Tinto CEO Tom Albanese has been advising shareholders to hold out for a better offer or to back management in running a stand-alone company.

Mr. Albanese has repeatedly highlighted Rio Tinto's strength, noting that increased prices for iron ore and other minerals could last well into the next decade. He has maintained that Rio Tinto isn't interested in blocking the bid. Instead, he was trying to demonstrate that any bidder should pay more.

Last week Alcoa and Chinalco paid $14 billion, or a 21% market premium, for their stake. The move was seen as potentially complicating the bidding process and, by some, as an attempt to thwart BHP's plans in an effort to avoid concentrating pricing power in one company. Prices for iron ore, alumina and other raw materials have been soaring due to surging global demand, particularly from high- growth China.

Chinalco Chairman Xiao Yaqing and Mr. Albanese met briefly last week, according to people familiar with the situation, and discussed how Mr. Xiao thought that Rio Tinto was a good company with a strong upside in earnings. Mr. Xiao has publicly said that, as of now, Chinalco has no interest in bidding for Rio Tinto. Alcoa also said it isn't interested in bidding for all of Rio Tinto.

The combined company would be the world's largest producer of copper and aluminum, according to CRU, a U.K. research firm. It would also be the second-largest provider of iron ore and it would sell diamonds, uranium and coal. It would have more than $70 billion in annual sales and about 115,000 workers.

The mining industry has undergone a wave of mergers in recent years. Brazil's Companhia Vale do Rio Doce is pursuing Switzerland-based Xstrata PLC in what would be an $80 billion to $90 billion deal.

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Alex Wilson and Susan Murdoch contributed to this article.