----------------------------------------------- --------------------------------- Meetings of the Mines?
Trying to snare two targets at once, Phelps Dodge gropes for a foothold.
July 15
Asarco and Cyprus Amax agree to a merger of equals. The deal is valued at $2.02 billion based on the prices of the shares of the two companies on July 14. In the deal, Cyprus Amax shareholders would receive 0.765 shares of the proposed Asarco Cyprus for each share of Cyprus Amax. Asarco shareholders would receive one share of the proposed Asarco Cyprus for each share of Asarco.
August 20
Asarco and Cyprus Amax reject Phelps Dodge's offer of $18.44 per share for Asarco and $14.50 a share for Cyprus Amax. Phelps Dodge bids to acquire Asarco shares at an exchange ratio of 0.4098 Phelps Dodge shares for each Asarco share and 0.3135 Phelps Dodge shares for each Cyprus Amax share. This represents a bid of $955 million for Asarco and $1.66 billion for Cyprus Amax, for a total of $2.62 billion.
August 25
Asarco and Cyprus Amax sweeten their own two- way merger terms with a $5 a share payout, which is worth an estimated $545 million. Based on share prices on August 25, this pushes the value of their merger bid to $3.06 billion. At the same time, they say they would agree to a three-way merger with Phelps Dodge, if Phelps Dodge would raise the exchange rate for Asarco holders to .5300 shares of Phelps Dodge, and improve it for Cyprus Amax holders to .4055 shares of Phelps Dodge. Based on share prices the previous day, this would value the counteroffer at $3.3 billion. Phelps Dodge rejects this bid as "totally unreasonable."
September 22
Phelps Dodge sweetens its bid to $25.47 per share of Asarco, including $9 in cash and 0.288 shares of Phelps Dodge and $19.49 per share of Cyprus Amax, including $6.89 in cash and 0.2203 shares of Phelps Dodge. Based on the prior day's share prices, this deal is valued at $2.77 billion. That breaks down to $1.01 billion for Asarco and $1.76 billion for Cyprus Amax. Shareholders could also choose an all-stock deal, with Asarco shares exchanged for 0.4413 Phelps Dodge shares and Cyprus Amax shares exchanged for 0.3376 Phelps Dodge shares.
September 24
At a meeting in New York of the CEOs of all three companies, Asarco and Cyprus Amax offer a deal at $3.1 billion, which Phelps Dodge rejects.
September 24
Grupo Mexico, which already owns 10 percent of Asarco, offers to buy the rest of Asarco's shares for cash at $26 a share, or $1.03 billion, $200 million more than Phelps Dodge's offer of September 22.
September 30
Cyprus Amax agrees to Phelps Dodge's offer of $20.54 a share, placing the value of the acquisition at $1.86 billion, $100 million higher than Phelps Dodge's previous offer. Shareholders can take the deal in all cash, all stock, or a combination of the two. An all- stock deal exchanges one share of Cyprus Amax for 0.3500 shares of Phelps Dodge. The combination deal gives shareholders $7.61 in cash and 0.2203 shares of Phelps Dodge for each Cyprus Amax share.
October 8
Asarco directors meet to consider a new offer by Grupo Mexico of $29.50 per share in cash. Citing financial discipline, Phelps Dodge elects not to submit a counteroffer. Amax offer a deal at $3.1 billion, which Phelps Dodge rejects.
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