BHP Group Limited (ASX:BHP) chief executive Mike Henry has thrown down the gauntlet to Anglo American plc (LSE:AAL) shareholders, signalling that the company will walk away from its bid for the UK-listed major if Anglo's board does not engage with BHP's takeover offer. BHP has until May 22 to submit a formal offer to Anglo under the UK takeovers code, but has twice been rejected out of hand by the Anglo board - decisions Mr. Henry said were "disappointing". BHP can't engage Anglo shareholders directly to push its case that Anglo's board should open up takeover talks.

But speaking at the BofA Securities 2024 Global Metals, Mining & Steel Conference overnight on May 14, 2024, Mr. Henry sent a clear signal a formal bid would not be delivered by the due date unless Anglo came to the negotiating table. Mr. Henry said BHP had previously demonstrated its willingness to abandon takeover bids to maintain its "hard won reputation for discipline". "We will remain disciplined and we've demonstrated that in previous endeavours," he said.

Last year, BHP walked away from a bidding war with Andrew Forrest's Wyloo Metals over Canadian nickel play Noront, and Mr. Henry said the company had plenty of growth options in its own portfolio if Anglo's board did not engage with BHP. Mr. Henry said BHP's preference would have been to hold private discussions with the Anglo board to try to thrash out an -acceptable offer, but "rather unfortunately" news of the deal had been leaked. BHP was hoping private discussions would lead to due diligence investigations, allowing the company to gain an insight into how a takeover would affect key assets in South America and Africa - and in particular whether pre-emptive rights may exist, and the internal asset values of some mines and whether capital gains taxes may apply if they were spun out.

Henry said BHP was "never dependent on acquisitions", and delivered a message directly to Anglo shareholders shocked by the company's plan to tear itself to pieces in response to BHP's bid for the company, saying they would ultimately decide Anglo's fate. "It is ultimately for shareholders to judge what they've heard," Mr. Henry said. "They will need to consider how confident they are in the delivery of value from that plan, their timetable and the execution risks.

"What I can say is that I am fully confident in the merits of our proposal, how it crystallises value through a premium and shared synergies over time, and it builds upon our track record of delivering value and simplification that both sets of shareholders would benefit from." In a veiled swipe at Anglo's -recent track record, Mr. Henry pointed to BHP's recent history of delivering its major projects on time and within budget, and its success in lowering costs and boosting productivity at its mines. "Our strong balance sheet, and the consistent cash flows provided by our diversified portfolio, means that we're well-placed to fund and progress the projects when they're ready. And when we do, we deliver the plan," he said.

"Our projects have typically come in on time and on budget, a track record that stacks up very well against our competitors." Mr. Henry's comments come after Anglo American outlined a radical restructure of the company in response to a horror 2023, which opened the door for BHP's takeover bid for its rival mining house. Under the plan, Anglo will shed almost everything except its copper and iron ore assets to survive. Anglo will put its Queensland coking coal mines on the market, spin off its platinum -assets, put its nickel operations into care and maintenance, divest or demerge its interests in diamond major De Beers, and mothball development of its huge Woodsmith potash project in the north of England.

The restructure, which Anglo chief executive Duncan Wanblad said on 16 May 2024 night had been in the planning before BHP launched its all-scrip bid for Anglo, would leave Anglo free to build on its South American copper mines portfolio and its iron ore interests in South Africa and Brazil.