FT Alphaville " Glenstrata - some backlash? The Scheme will be subject to the following conditions: 2.1 its approval by a majority in number of the Scheme Shareholders who are on the register of members of Xstrata at the Scheme Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof) and who represent not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders; etc In practice, that means just under 17 per cent of Xstrata shareholders could vote against the current terms of Glencore's $90bn takeover bid, and successfully topple it. Glencore's own, 34 per cent, holding being rendered inoperative. As the FT says, a normal takeover bid would only need 50 per cent approval. Admittedly it seems pretty unlikely that any large holder will dare upset the scheme of arrangement - given that there is no other possible future for their investment than the tender embrace of Glencore. The 2.8 ratio in exchange of shares might be enough to make them happy... Xstrata chief executive Mick Davis seems to think so: "I'd be surprised if our shareholders don't find this as compelling as we the management have found in recommending the deal," he's just told Reuters. Surprisingly - step forward a top 3 holder of Xstrata... (excluding Glencore) Xstrata shares were below Glencore's offer price, down 1.8 per cent in London at pixel time though. We suppose that's taking account of future dividends between now and the offer closing, regulatory risk, etc. Related links: "A merger of egos" - Pestowire Glencore and Xstrata turn to City dealmaker - FT This entry was posted by Joseph Cotterill on Tuesday, February 7th, 2012 at 9:30 and is filed under Capital markets, M&A. Tagged with glencore, miners, xstrata.