Glencore and Xstrata’s proposed $90 billion (£56.8 billion) recommended all-share merger will be conducted as a scheme of arrangement, includes a £298 million reverse break fee and requires antitrust clearance in five countries.
According to the merger agreement Glencore, which holds 34% of Xstrata, will offer 2.8 shares to the mining company’s shareholders to become the holder of Xstrata’s entire issued share capital.
Glencore can flip to an offer but only with Xstrata and the Takeover Panel’s consent.
A lawyer close to the deal told IFLR the merger was structured as a scheme to take advantage of stamp duty savings and...