Disputada
02 May, 2002
Anglo American plc announces agreement to purchase Disputada
Anglo American plc ("Anglo American") has agreed, subject to fulfilment of
certain conditions precedent, to purchase 100% of the interests in the Compañía
Minera Disputada de Las Condes Limitada ("CMD") group from Exxon Mobil Corporation
("ExxonMobil") for a total cash consideration of $1.3 billion.
CMD is a world class, integrated copper producer located in Chile and comprising the Los Bronces and El Soldado mines and the Chagres smelter. In 2001, CMD produced 251,900 tonnes of copper at an average operating cash cost of 47 US cents per lb.
Anglo American believes that substantial synergies with its existing Chilean operations will arise from the transaction. These are currently estimated to have a value to Anglo American in excess of $100 million over and above the purchase price. In addition to mine life extension and growth potential arising from the existing and potential future expansion projects, CMD's 70,000 hectare property which hosts the Los Bronces mine also has excellent exploration and exploitation potential.
The acquisition is subject to the completion of due diligence, the execution of a definitive sale and purchase agreement and such regulatory approvals as may be required. It is currently anticipated that the transaction will be completed by 30 June 2002 at which time further financial information on the CMD group will be available.
The purchase price will be payable in cash on completion and will be funded by Anglo American from existing resources. In addition to the purchase price, a price participation arrangement has been agreed in terms of which ExxonMobil will be entitled to a participation in, for a period of three and a half years, incremental value accruing to Anglo American as a result of the LME copper price exceeding certain levels. ExxonMobil will be entitled to receive payments which will amount to between zero and a maximum of $120 million.
Anglo American has declared its firm commitment to strengthening its Base Metals portfolio in a value additive manner through:
- focusing on improving the performance of its existing asset base;
- investing in value enhancing projects within its existing asset portfolio;
- making selective acquisitions of high quality assets; and
- identifying non core assets and disposing of them for value when market conditions permit.
The acquisition of CMD represents a major step in upgrading the quality of
Anglo American's Base Metals portfolio. If Anglo American had owned the assets
in 2001, its attributable copper production from continuing (primary) copper
operations, (note i), would have been in excess of 625,000 tonnes at an average
operating cash cost of below 50 US cents per lb.
Tony Trahar, Chief Executive of Anglo American commented "The acquisition of Disputada, a proven long life, low cost, copper business, constitutes a major strategic strengthening of our Base Metals portfolio. It offers attractive exploration and growth prospects, synergies with our existing operations and reinforces our commitment to Chile and the region. The Disputada mines are an excellent addition to Anglo American's portfolio of world class mining and natural resource assets."
Note (i): Continuing (primary) copper operations excludes Konkola Copper Mines
Background Notes for Editors:
- Description of assets
- Further exploration / exploitation potential
- Purchase price / price participation
- Synergies
- Anglo American's existing Chilean operations
1. Description of Assets
Los Bronces mine
Description: long life, low cost, open pit mine
Location: 65 km north east of Santiago in Chile
2001 production: 171,000 tonnes of copper in concentrate and 12,000 tonnes of copper cathode
2001 cash costs: 43 c/lb
Reserves (31/12/00): 457Mt @1.03%Cu, plus 741Mt @ 0.47%Cu leach ore
Life of mine: minimum 20 years, potential to 30 years. Grade profile relatively flat over life of mine. Significant capital expenditure not required to maintain production.
Added value potential:
- expansion projects currently underway to expand production to 225,000 tpa by 2004
- additional 200 million tonnes of resource grading 0.95% copper identified immediately below or adjacent to existing pit (31/12/00)
- further expansion potential
- synergies
El Soldado mine
Description: medium life, medium cost, open pit mine and underground mine
Location: 132 km north of Santiago
2001 production: 64,000 tonnes of copper in concentrate and 5,000 tonnes of copper cathode
2001 cash costs: 57 c/lb
Reserves (31/12/00): 115Mt @ 1.00%Cu
Life of mine: 16 years
Added value potential:
- nearby exploration
- synergies
Chagres Smelter
Description: recently modernised (1995) copper smelter
Location: 100 km north of Santiago
2001 production: 144,000 tonnes of copper (anode - 90% / blister -10%) and 408,000 tonnes of acid
Process: Outokumpu flash furnace
Added value potential:
- current capacity - 150,000 tonnes
- further debottlenecking - +10% increase
- synergies
2. Further Exploration / Exploitation Potential
Los Bronces is located in a 70,000 hectare property owned by CMD which has excellent exploration and exploitation potential. In addition to Los Bronces mine reserves and the immediately adjacent resources, CMD has already identified over 300 million tonnes of additional resources at an average grade of 0.85% copper.
3. Purchase Price / Price Participation
- The CMD group is third party debt free.
- A cash consideration of $1.3 billion is payable on completion, such consideration including the assumption by Anglo American of certain intercompany loan accounts.
- The cash consideration will be funded by Anglo American from internal cash resources.
- Price Participation agreement: ExxonMobil will be entitled to receive contingent payments, which will amount to between zero and a maximum of $120 million if the average copper price over the next three and a half years exceeds certain agreed threshold levels as detailed below:
| H2 2002 | 2003 | 2004 | 2005 | |
|---|---|---|---|---|
| Threshold price | 75 | 87 | 94 | 100 |
[c/lb nominal]
Should, in any period, the copper price exceed the threshold price, Anglo American and ExxonMobil will share equally in the incremental revenues until such time as ExxonMobil has been paid a total cumulative amount of $120 million. If, in any period, the average copper price does not exceed the threshold price, no payments will be made to ExxonMobil. Should the full $120 million not have been paid by the end of 2005, the shortfall will cease to be payable.
In all years, the threshold levels in each period are higher than those used by Anglo American in its valuation of CMD. Accordingly, price participation payments will only be made to ExxonMobil if the value of CMD is greater than that originally forecast by Anglo American.
4. Synergies
The synergies between CMD and Anglo American's existing operations in Chile
are estimated to exceed a value of $100 million. These include:
- the Mantos Blancos and CMD head offices will be combined into one head office organisation which will act as a shared services facility for four mines (Mantos Blancos, Mantoverde, Los Bronces, El Soldado) and the Chagres smelter, as well as continuing to provide input and support to the 44% owned Collahuasi;
- procurement - sulphuric acid and strategic procurement;
- marketing, sales and logistics;
- exploration - the exploration work of the two companies will be integrated
- further scope for substantial improvements in production, productivity and costs.
5. Anglo American's Existing Operations in Chile
Mantos Blancos comprises two 100% owned open pit copper mines.
Mantos Blancos is located in the Atacama desert near Antofagasta and Mantoverde
is located south of Antofagasta in the Copiapo region. In 2001, copper production
was 156,800 tonnes at an average operating cash cost of 57.7 US cents per lb.
Collahuasi is an open pit copper mine located south east of Iquique in Chile. Anglo American has a 44% interest and joint control of Collahuasi. In 2001, copper production was 452,700 tonnes at an average operating cash cost of 39.5 US cents per lb. (Anglo American attributable production - 199,200 tonnes).
Anglo American plc is one of the world's largest mining and natural resource groups. With its subsidiaries, joint ventures and associates, it is a global leader in gold, platinum group metals and diamonds, with significant interests in coal, base and ferrous metals, industrial minerals and forest products. The group is geographically diverse, with operations in Africa, Europe, South and North America and Australia. (www.angloamerican.co.uk)
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