Rio Tinto's proposed $19.5 billion transaction with Chinalco has been terminated, and the companies' discussions have ceased. Instead, BHP Billiton has achieved the holy grail of a 50/50 joint venture with Rio Tinto encompassing both companies' Western Australian iron ore assets. BHP will pay Rio $5.8 billion at final closing as compensation for a mismatch in asset values. The proposal requires regulatory and shareholder approval. A $275 million breakup fee applies to both parties under certain circumstances. Total cost synergies are expected to generate $10 billion in net present value over the entire joint venture. Completion is expected by mid-2010. Separate marketing rights remain.
We view this joint-venture proposal extremely favourably. The key plank in BHP's original Rio merger proposal was Western Australian iron ore synergies. The merger fortuitously failed for BHP, but the company is fulfilling its iron ore ambitions regardless through the Rio joint venture.
We had not hidden our distaste for Rio's Chinalco proposal, which was objectionable in myriad ways. One of these was the potential for Chinalco to influence pricing--a negative for all miners, not just Rio. BHP will be relieved that a key competitor and customer has been repelled from the cookie jar.
Our valuation for BHP may change favourably after we look at the proposal in finer detail. There is some regulatory risk to the joint-venture proposal, but we don't view this as a particular stumbling block. With its underleveraged balance sheet, BHP is comfortably able to fund the $5.8 billion mismatch compensation to Rio.
In addition, Rio has announced a fully underwritten 21-for-40 renounceable rights issue at $22.94 per share. Gross proceeds of $15.2 billion, in addition to the BHP payment, will enable Rio to meet debt obligations in 2009 and 2010, while freeing up expansion and investment potential. Rio shares will trade ex-rights tomorrow, June 17, while the interim dividend has been scrapped because of uncertainty in the financial climate. The expectation is that total 2010 cash dividends will be at least equal to fiscal 2008's $1.75 billion, diluted on a per share basis.
We will be conducting an in-depth analysis of the implications of the proposed transactions for Rio and reporting on results shortly. For now, we view the new recapitalisation and Western Australian iron ore joint-venture proposal extremely favourably.
The current proposal is a vote for common sense. Synergies, retention of crown jewel assets, and pricing power being uncompromised are all highly positive. Our effective valuation for Rio is likely to climb, assuming that shareholders take up rights or rights trade and are sold at fair value.
There is some regulatory risk to the iron ore joint-venture proposal, but we don't view this as a particular stumbling block. There also remains a negative pall over the board. Rio shareholders won't appreciate having been dragged through this mess, despite the end destination being favourable.
We retain our positive stance on Rio, and we're lowering our fair value uncertainty rating to medium from high. More details and earnings forecasts and valuation changes for both Rio and BHP will follow shortly.