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| No truck with it: Rio Tinto mining operations in Australia. A deal with Chinalco would have boosted China’s influence in the iron ore market |
The language of matrimony may often be invoked to describe corporate tie-ups; bust-ups too. But Rio Tinto’s broken engagement withChinalco of China prompted one of Beijing’s more strident state-controlled newspapers to run an editorial last weekend that, in accusing the Anglo-Australian resources group of infidelity, made an elaborate contribution to the genre.
“Poor Chinalco prepared the wedding clothes but when the peach was ripe somebody else plucked it,” the Beijing Times opined. “Rio Tinto is just like an unfaithful woman: once she loved the money in Chinalco’s pocket but she actually didn’t love the man himself. Now she is breaking faith and kicking down the ladder.”
Rio’s decision to reject a $19.5bn (£11.9bn, €13.9bn) investment package from the Chinese mining giant is being seen by senior leaders in Beijing as a blow to Chinese prestige. It triggers painful memories of a similar debacle in 2005, when political opposition in Washington blocked China National Offshore Oil Corp’s $18.5bn attempt to acquire Unocal, the US energy company.

Xiong Weiping (left), Chinalco’s chairman, on Thursday laid the blame squarely on Rio Tinto for the collapse of a deal originally agreed four months ago. “We are very disappointed with the decision of the Rio Tinto board to withdraw their recommendation for this transaction but this result was completely out of our control,” he said in Beijing.
The Rio deal would have been China’s largest offshore investment by far and was to have given Chinalco a boardroom presence at one of the world’s top three producers of iron ore – a commodity essential to development in China. Its failure raises the question of how long it will be before Chinese companies, many of whom are the world’s largest in their sectors, can complete globally significant mergers and acquisitions.
The issue also has a resonance well beyond the corporate world. Apart from access to resources, another reason Beijing has been trying to cultivate state-controlled “national champions” is that, in acquiring international competitors, they would be recycling some of the country’s nearly $2,000bn in foreign exchange reserves, the world’s largest.
DEMISE OF A METALS DEAL
Pricing power, debt dilemmas and a dispensable ‘strategic partnership’
Rio Tinto’s search for funds began, by one account, on a dock last September, writes William MacNamara. “I was in the Pilbara,” said Paul Skinner, former chairman, describing the Australian iron ore region where Rio owns a port. “I looked out and there were ships across the horizon. The thinking then was, ‘Can’t we get our stuff on to these boats faster?’”
But three weeks later the world had changed. “Our Asian customers said: ‘Don’t send us anything until it is clear what is going on.’”
When demand for all the metals that Rio mines started plunging in October, the company faced a financial emergency. Its debt, tied to the acquisition of Canada’s Alcan, stood at nearly $40bn (€28bn, £24bn). About half of that amount needed to be repaid by the end of 2010. This concern intensified in November when BHP Billiton dropped a hostile bid, citing Rio’s debt burden.
Rio needed an enormous capital injection just as the capital markets were frozen. By the end of the year, it was pursuing two fundraising options – a UK rights issue that would raise some $10bn and a proposal from Chinalco, the Chinese state-owned mining company that in February 2008 had become Rio’s largest single shareholder. Its stake was seen as an attempt to prevent BHP and Rio, the world’s second and third-largest iron ore miners, from combining and gaining new power in pricing negotiations with Asian steelmakers.
The Rio board was split. But the $19.5bn Chinalco would inject, when the world looked like it could be on the brink of a severe and prolonged downturn, had become the financially conservative option. On February 12 Mr Skinner and Tom Albanese, chief executive, announced the board’s “unanimous” recommendation to pursue a “strategic partnership” and fundraising with Chinalco.
Criticism was immediate and grew by the month. A convertible bond was part of the deal but the terms ignored UK investors’ pre-emption rights, ensuring that they would be diluted when Chinalco doubled its stake. Investors – and Australian politicians – also worried that the Chinese state would use its stake and two board seats to manipulate Rio’s iron ore prices in favour of Chinese state steelmakers.
To many shareholders the deal seemed too fraught with problems. It looked even more so as commodities and financial markets improved in March and April, relieving Rio of the need to raise so much money.
Rio lost its most diehard supporter of the Chinalco deal when Mr Skinner left in April. At the same time it emerged that the board had been more agnostic than was supposed: Chinalco could be dropped if something better came along.
That better option appeared in April when Don Argus, chairman of BHP Billiton, approached Jan du Plessis, Rio’s new chairman, and proposed combining the two groups’ Australian iron ore assets in a joint venture. The deal would include a $5.8bn payment by BHP to Rio.
Rio informed Chinalco it was considering the offer. On June 4 it abandoned the Chinese deal, announcing a $15.2bn rights issue and its iron ore venture with BHP. But Chinalco remains Rio’s largest shareholder.
Chinese offshore investment has indeed surged: from just $143m in 2002, outbound non-financial direct investment reached $40.7bn last year. But the collection of smaller purchases that this reflects – including a handful on Wall Street just before the credit crisis hit – are mostly considered lossmaking failures. In an ultra-cautious corporate culture, where government-appointed managers have much to lose from failed deals, that woeful record provides a powerful deterrent. Just as significant, however, are the misgivings in many parts of the world about selling prized assets to a secretive, autocratic government which many see as a potential future adversary.
Mr Xiong refused to blame the failure of the deal on the government in Australia, where most of Rio Tinto’s mining operations are. It was thought that Canberra would approve the deal in principle but with conditions attached that would allow the authorities to look as if they were preserving Australian interests. “The Australians are protecting their natural resources, it is that simple,” says one person familiar with the thinking of Chinese leaders. “Compared to America they are much smaller and far more reliant on China as a customer for their minerals, so they found an indirect way to block the deal instead of just coming out and rejecting it like the US did with CNOOC.”
Canberra’s decision to extend its review period for the investment did provide time for public hostility to build and eventually, as commodity prices rallied, for Rio’s rising share price to make the deal less attractive to its board. Opposition focused on the fact that Chinalco, as with virtually all large Chinese companies, answers to the leaders of the Communist party. Barnaby Joyce, Senate leader of the minority National party, fronted a television advertising campaign stoking fears that Australia’s “source of wealth” was being hijacked by a foreign government.
Throughout its courtship of Rio Tinto, in which it still holds a 9.25 per cent stake, Chinalco struggled to distance itself from the “China Inc” label and constantly asserted that the investment was being made for solely commercial reasons. But this argument was undermined when Xiao Yaqing, the polished president of Chinalco and driving force behind the deal, was promoted to the State Council, China’s cabinet.
Also in the middle of the Rio bid, Beijing rejected Coca-Cola’s attempt to buy a Chinese juice-maker, in a controversial and largely unexplained anti-monopoly ruling. “That reinforced the perception in Australia that China was looking for something from us that they weren’t willing to provide to the rest of the world,” says one person involved in the Rio deal.
As if to strengthen that impression, two other state-controlled Chinese resources companies announced Australian investment plans within weeks of the Chinalco bid. Minmetals’ plan to buy Oz Minerals and Hunan Valin’s offer for a stake in Fortescue Metals could not have come at worse time for Chinalco. In its editorial last Saturday, the Beijing Times extended its metaphor a bit further to criticise the Chinese companies for all piling in at the same time: “With so many handsome young men pursuing [Australian mining assets], even an ugly girl could be arrogant and picky.”
Co-ordination might have been lacking but Beijing, which particularly encourages its companies to make offshore investments in the resources sector, often frames these investments to a domestic audience as strategic and political objectives. Its state energy giants have secured supplies in places such as Kazakhstan, Africa and Latin America, often backed by soft loans from Chinese banks.
Indeed, four state-owned banks agreed to provide Chinalco with $21.5bn at an interest rate that was just a fraction of what any commercial bank would have been able to offer. That provided proof to many Australian politicians that Chinese state companies were motivated more by what was good for “China Inc” than by real commercial concerns – and undermined Chinalco’s argument that it would not cut sweet deals for Chinese purchasers of Australian minerals.
But the Communist party influence on management that makes many in the west suspicious of Chinese corporations’ intentions also makes Chinese executives cautious. “Especially since CNOOC was blocked by the US from buying Unocal, the managers of these large state companies are very afraid of even proposing deals because they worry they will be blocked,” says Huang Jianping, a former government official and founder of JPI Group, an adviser to Chinese companies investing abroad. “These executives are political appointees and at the end of the day they have to consider their political careers in government, which can be badly damaged by a high-profile failure.”
Dealmakers who advise Chinese companies routinely complain that an impediment to outbound activity is risk-averse decision-making. The failure of Chinalco’s attempt to link up Rio will only exacerbate the problem, they add. Few executives are paid bonus incentives and even fewer are guaranteed large pay-offs in the event of corporate failure. So there is little upside in taking commercial risk.
Beijing itself has also become warier. Chinese companies missed the opportunity to buy into a host of western groups when stock markets tumbled earlier this year, dealmakers say – largely because of the government’s reluctance to approve large outbound deals following the earlier string of lossmaking acquisitions.
In late 2007, just as the subprime crisis took hold in the west, Chinese state-owned financial institutions began buying stakes in groups including Barclays of the UK, the Belgo-Dutch Fortis, Blackstone in US private equity, Morgan Stanley on Wall Street itself and South Africa’s Standard Bank. Each proved to be ill-timed as share prices subsequently plunged; Fortis collapsed and was broken up. “Very few of the large Chinese acquisitions abroad have been successful,” says Zhang Yong, director of the Centre for Internationalisation of Chinese Enterprises, a consultancy. “Even the ones that managed a smooth acquisition have barely been able to maintain the operations they bought.”
While Chinese outbound investment will continue to rise in the next few years, Beijing’s corporate champions will struggle to execute the big deals as long as those companies answer first and foremost to the Communist party. Every state-backed Chinese company (and an increasing number of private ones) has an opaque “party committee” comprising card-carrying Communist officials. These committees have no formal legal power but are the eyes and ears for the ruling politicians and have the final say on most important matters.

Despite the stock market listings of China’s largest banks, utilities and telecommunications companies, the state remains the majority shareholder in all cases and so continues to wield huge formal influence over their corporate strategy as well. Nonetheless, according to people involved in the Chinalco bid and other deals, the perception of a monolithic “China Inc” is inaccurate. Companies do answer to the party but constant shifts in power within the elite mean that deals are often backed behind closed doors by powerful individuals or factions; these groups often rely on the success or failure of such deals to advance their political fortunes.
This means the stakes for the executives who initiate these deals, as well as for their political backers, are higher than for directors in the west. This, combined with a lack of international experience and expertise, makes many of these executives less inclined to stake their careers on big foreign takeovers.
At the same time, companies that do want to act need to sell the proposed deal to Beijing as being in line with the strategic objectives of the state and the party – while doing their best to convince the outside world they are making acquisitions for purely commercial reasons.
On Thursday, Chinalco’s Mr Xiong said his group was still intent on becoming a global, diversified resources company and would continue to look for opportunities to invest abroad. Saying it had taken note of the “robust debate” in Australia over the Rio plan, he suggested Chinalco may concentrate more on greenfield investments and on buying individual mines, because those types of deals faced less political opposition abroad.
In its editorial, the Beijing Times had some words of advice for companies looking for offshore acquisitions in the future: “Chinese enterprises should learn a lesson from this: those who love money are not reliable,” it warned. “Never be too trusting of others because in international dealings there is only one rule: no eternal friendship, only eternal profit.”