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Mick Davis, chief executive of Xstrata, is set to receive retention payments of nearly £29m should the miner’s merger with commodities trader Glencore go through, triggering a backlash from shareholders that could derail the deal.
The payment, irrespective of the performance of the combined company, comes as a number of business leaders have been forced to step down in this spring’s shareholder rebellions, including the heads of Aviva and Trinity Mirror.
In long-awaited legal paperwork, the companies said that £173m would be paid to 73 senior Xstrata managers “whose positions are critical for our businesses”.
The payments risk stoking shareholder opposition to the deal between the two bluechip FTSE 100 companies.
Two other leading Xstrata shareholders also voiced their irritation with the so-called golden handcuffs, saying it could persuade investors to vote against the deal. “The shareholders of Xstrata are not getting a premium, but Mick Davis clearly is getting one,” said a top 20 shareholder.
The pay arrangements will be put to a shareholder vote on July 12. Should Xstrata investors fail to back the payouts, the deal, which values the combined entity at $67bn, would collapse.
The miner has provoked investor anger over its pay policies before. At its annual shareholder meeting last month, 39 per cent of investors withheld their support for Xstrata’s pay plan. That suggests July’s vote could be finely balanced. Xstrata needs more than half the voting shareholders to back the pay packages but Glencore – as on the deal itself – is not permitted to vote its 34 per cent stake.
Mr Davis will receive £28.8m from 2013 to 2015, while Trevor Reid, chief financial officer, will get £10.9m. The payments will be two-thirds in cash and one third in stock of the new company. In addition, options and shares due to Mr Davis for past performance will vest on the deal’s completion and he will be enrolled in a new performance-related incentive scheme, which could pay out £6m next year.
Sir John Bond, Xstrata’s chairman who will lead the new board, said in a letter to shareholders that the ability of the merged company to generate superior returns was “dependent upon the retention of key Xstrata personnel”.
The retention packages were part of Mr Davis’ conditions for sealing the tie-up between Xstrata and Glencore, according to sources close to the deal, along with the merged company’s management structure and deal terms.
Glencore and Xstrata kept the key terms of the deal unchanged, with Xstrata shareholders set to receive 2.8 Glencore shares for each Xstrata share they own. Some leading Xstrata’s shareholders – including Standard Life, Schroders, Norges Bank???? and Knight Vinke – have publicly and privately threatened to vote against the merger unless Glencore improves its offer. But the shares of both companies have recently traded at a ratio around 2.7, suggesting the market sees little chance of a bump.
The companies said the deal could lapse should the European Commission demand a longer review, known as Phase II. However, the pair added that antitrust discussions were progressing well and they expected to receive approvals in time to close in the third quarter.
The deal also proves a windfall to advisers to the two companies. Fees for legal, financial, broking, public relations and accounting advice will total up to $196m.
Citigroup, Morgan Stanley, BNP Paribas, and Credit Suisse are advising Glencore, although the first two have the leading roles and are expected to get the lion’s share of the $50m in fees for financial and legal advice. Deutsche Bank, JPMorgan, Goldman Sachs, Nomura and Barclays will share up to $80m in fees from Xstrata.
If the deal collapses, Glencore will pay a £298m fee to Xstrata – a so-called reverse break fee. Traditional break fees have been banned from UK takeovers, where a target pays a fee to the bidder if it changes its recommendation, but reverse break fees are still allowed.