BHP Group Limited (ASX:BHP) offered an unsolicited, non-binding and highly conditional combination proposal to acquire Anglo American plc (LSE:AAL) from Tarl Investment Holdings, Ltd., Epoch Investment Holdings Limited and Epoch Two Investment Holdings Limited for £20.5 billion on April 16, 2024. Under the terms of the Proposal, ordinary shareholders of Anglo American would receive 0.7097 BHP shares for each ordinary share in Anglo American; and ordinary shares in Anglo Platinum and Kumba (which would be distributed by Anglo American to its shareholders in direct proportion to each shareholder's effective interest in Anglo Platinum and Kumba). The proposal comprises an all-share offer for Anglo American by BHP and would be preceded by separate demergers by Anglo American of its entire shareholdings in Anglo American Platinum Limited and Kumba Iron Ore Limited to Anglo American shareholders. The two parts of the proposal would be inter-conditional. The Board is currently reviewing this proposal with its advisers. An offer period has now commenced not later than 5.00 p.m. until May 22, 2024, either the BHP announce a firm intention to make an offer for Anglo American. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code. There can be no certainty that any offer will be made nor as to the terms on which any such offer might be made. The Proposal is non-binding and subject to customary conditions including completion of due diligence to the satisfaction of BHP. Anglo American has been offered reciprocal due diligence on BHP.

James Hartop, Edward Rowe and Fiona McHardy of Centerview Partners UK LLP; Mark Sorrell, David Hammond and Bertie Whitehead of Goldman Sachs International; and Simon Smith, Anthony Zammit and Tom Perry of Morgan Stanley & Co. International plc acted as Financial Adviser; and Linklaters LLP is retained as legal adviser to Anglo American. UBS, Barclays acted as financial advisor to BHP.

BHP Group Limited (ASX:BHP) cancelled the acquisition of Anglo American plc (LSE:AAL) from Tarl Investment Holdings, Ltd., Epoch Investment Holdings Limited and Epoch Two Investment Holdings Limited on April 26, 2024. Anglo American board has considered the Proposal with its advisers and concluded that the Proposal significantly undervalues Anglo American and its future prospects, while significantly diluting the relative value upside participation of Anglo American's shareholders relative to BHP's shareholders. In addition, the Proposal contemplates a structure which the Board believes is highly unattractive for Anglo American's shareholders, given the uncertainty and complexity inherent in the Proposal, and significant execution risks. The Board has therefore unanimously rejected the Proposal.