I imagine what I want to write in my case, I write it in the search engine and I get exactly what I wanted. Thank you!
Valentina R., lawyer
Disclaimer :
The Competition DG makes the information provided by the notifying parties in section 4 of Short Form CO available to the public in order to increase transparency. This information has been prepared by the notifying parties under their sole responsibility, and its content in no way prejudges the view the Commission may take of the planned operation. Nor can the Commission be held responsible for any incorrect or misleading information contained therein.
SECTION 4
Description of the concentration
(1) This transaction summary provides an overview of the acquisition (the “Proposed Transaction”) by Glencore plc (together with its affiliates, “Glencore”) of a 77% interest in the coal business and assets (the “Coal Assets”) currently owned by Teck Resources Limited (“Teck”).
(2) More specifically, Glencore intends, through its affiliates Glencore International AG (“GIAG” or the “Notifying Party”) and GIAG’s 100% subsidiary 1448935 B.C. Ltd., to acquire 100% of the shares in the holding company Elk Valley Resources Ltd (“EVR Ltd.”), currently an indirect 100% subsidiary of Teck. EVR Ltd. holds (i) 77% of the outstanding shares in Elk Valley Resources General Partner Ltd (“EVR GP”), the general partner of Elk Valley Mining Limited Partnership (“EVR LP”), and (ii) a 77% limited partnership interest in EVR LP. EVR LP holds the Coal Assets. EVR Ltd., EVR GP, EVR LP and the Coal Assets are collectively referred to as the “Target”; Glencore and the Target are collectively referred to as the “Parties” (and each as a “Party”).
(3) EVR LP indirectly or directly wholly owns and operates four metallurgical coal mines:
• Fording River Operations;
• Elkview Operations;
• Greenhills Operations; and
• Line Creek Operations.
All are located in the Elk Valley in British Columbia, Canada, and they collectively employ over 4,000 people. As a part of the metallurgical coal operations, Teck also indirectly holds approximately 46% of Neptune Bulk Terminals (Canada) Ltd. (“Neptune Bulk Terminals”), which provides ship-loading services on a cost-of-service basis in North Vancouver, British Columbia.
(4) The four operating metallurgical coal mines (Fording River Operations, Elkview Operations, Greenhills Operations, and Line Creek Operations) are included in the Proposed Transaction and together amount to the active coal business of Teck over which Glencore will acquire control. After closing of the Proposed Transaction, Glencore will indirectly hold 77% in EVR GP and EVR LP, which indirectly and directly, holds a 100% stake in Teck Coal Partnership (“TCP”). TCP directly beneficially holds the Line Creek, Fording River and Greenhills Operations. The Elkview Operations are held through a limited partnership named Elkview Mine Limited Partnership (“EMLP”). The partners of EMLP are Elkview Mine GP Inc. (“Elkview Mine GP”) (0.01%), TCP (28.5%) and EVR LP (71.49%). Elkview Mine GP
Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111
is the managing general of EMLP. TCP owns a 100% stake in Elkview Mine GP. The exact post-closing corporate structure, which includes each of those entities, is shown in Annex 2.
(5) The (non-controlling) 46.3% minority share in Neptune Bulk Terminals is also included in the Proposed Transaction. The 46.3% stake is held by TCP, which is entirely held, directly and indirectly, by EVR LP. The exact post-closing corporate structure including Neptune Bulk Terminals is shown in Annex 2.
(6) Teck further (indirectly) wholly owns or has a majority interest in a number of projects and inactive facilities including:
• Elco Property (75%), a metallurgical coal project located in south-eastern British Columbia;
• Mt. Duke Property (92.68%), a coal project located in north-eastern British Columbia;
• Coal Mountain Property (100% owned by Teck), a metallurgical coal mine which has been closed since the second quarter of 2018 and remains on “care & maintenance” with ongoing closure activities;
• Bullmoose Property (60.91%), a metallurgical coal mine located in British Columbia which has been closed since April 2003 after exhausting its coal reserves;
• Cardinal River Property (100%), a metallurgical coal mine located in Alberta which ceased operations in June 2020 and has since transitioned into closure, with ongoing focus on post-closure reclamation; and
• certain other properties.
(7) The interests indirectly held by Teck in the projects and inactive facilities mentioned in paragraph (6) (i.e., Elco Property, Mt. Duke Property, Coal Mountain Property, Bullmoose Property and Cardinal River Property) are all included in the Proposed Transaction. Elco Property, Mt. Duke Property, Coal Mountain Property and Cardinal River Property all form part of TCP, which will be entirely held, directly and indirectly, by EVR LP.
(8) A 25% stake in Elco Property will continue to be held by its current holder, Canadian Natural Resources Limited. A 7.32% stake in Mt. Duke Property will continue to be held by its current holder, Sumisho Coal Canada Limited.
(9) EVR LP will further hold, indirectly through its subsidiary Teck-Bullmoose Coal Inc., a 60.9% stake in Bullmoose Property. The remaining interests in Bullmoose Property will continue to be held by its current minority holders, Sojitz Canada Corporation (10%) and Rio Algom Limited (29.09%).The exact post-closing corporate structure including each of those entities is shown in Annex 2.
Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111