Xstrata to support Glencore's $80bn merger offer Sources close to the situation indicated that the recommendation is set to be conditional on shareholders supporting a £140m retention package for Xstrata's senior managers. The question of the retention package has proven to be one of the most divisive for investors, many of whom own shares in both companies. However, it is understood that Qatar Holding , Xstrata's largest shareholder after Glencore - which will not use its 34pc stake in the process - will back the retention deal. The Middle Eastern sovereign has not publicly indicated its support for the revised offer but it is thought to be broadly supportive of both the value offered and the retention package. This comes despite an earlier statement over the summer in which it said it thought Xstrata's shares were 3.25. On the other key sticking point for some investors, the make-up of the board post-merger, it is understood Xstrata has secured a victory, ensuring it will retain a majority of directors on the combined board. Under the original terms, announced in February, Xstrata would take the majority of board seats, at a ratio of 6 to Glencore's 5, including Sir John and Xstrata chief executive Mick Davis. But the revised deal sees Mr Glasenberg take the top job from Mr Davis, who is expected to leave in summer 2013. A senior source said that of the 11 board seats, Glencore will provide four non-executives, Xstrata four non-executives, with the remaining three spots going to Sir John, Mr Davis and Mr Glasenberg. When Mr Davis departs, his board position will go to a senior executive from Xstrata's mining division. One source indicated that Mr Glasenberg will also have to sign a number of irrevocable agreements stating that he will not seek to change the structure of the board, how it works or the corporate governance of the enlarged company. "What is important is that if Xstrata's board recommend the offer it has to definitively be a merger and in no way look like a takeover," said the source. The recommendation will restart the bid timetable, with up to six weeks to post the bid documents, with a vote for shareholders expected in the second half of November. The merger is also subject to regulatory approvals, not expected until the turn of the year. Meanwhile, Glencore has suspended talks with the Italian government in connection with a possible offer for a Sardinian smelter put up for sale by Alcoa. Spokesmen for all sides declined to comment.