ACCC will not oppose proposed Glencore Agriculture acquisitions

by Holly Demaree
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SYDNEY, AUSTRALIA — The Australian Competition and Consumer Commission (ACCC) will not oppose the proposed acquisitions of 40% and 9.99% of Glencore Agriculture Ltd., respectively by Canada Pension Plan Investment Board (CPPIB) and British Columbia Investment Management Corporation (bcIMC).

Glencore Plc is currently working on a debt reduction program that it previously announced in September 2015. The plan was to reduce the company’s $30 billion debt by $10 billion by selling down its agricultural segment. In December 2015, the company said it already had reduced debt by $8.7 billion. The company has revised its net debt reduction target again to between $16.5 billion to $17.5 billion by the end of 2016.

CPPIB is an investment management organization based in Toronto that invests the funds of Canada’s national pension plan. CPPIB is proposing to acquire 40% of Glencore Agriculture.

bcIMC is one of Canada’s largest institutional investors investing on behalf of public sector clients in British Columbia. bcIMC is proposing to acquire 9.99% of Glencore Agriculture.

ACCC chairman Rod Sims
Rod Sims, chairman of the ACCC.

“The ACCC conducted inquiries with customers, suppliers, and competitors,” said Rod Sims, chairman of the ACCC. “Based on these, the ACCC is of the view that neither of the proposed acquisitions would be likely to substantially lessen competition in any market.”

Through its subsidiary, Viterra, Glencore Agriculture has a strong position in the supply of upcountry grain storage and handling, and bulk grain port terminal services in South Australia. CPPIB and bcIMC have various interests in the grain supply chain and interests of 33% and 12%, respectively, in the rail operator Pacific National.

The ACCC considered whether common interests in Glencore Agriculture and Pacific National would reduce the ability of rivals in rail or grain to compete.

“The ACCC does not consider that the acquisition gives Glencore Agriculture the incentive to use its position in the grain supply chain in South Australia to adversely affect Pacific National’s rivals,” Sims said. “The nature of the minority interests and the fact that Pacific National does not provide grain rail haulage services in South Australia were important considerations. Furthermore, the incumbent rail company, Genesee & Wyoming, is the dominant provider of grain rail haulage in South Australia and owns most of the relevant below-rail network.”

Sims also noted, “The ACCC also considered whether CPPIB and bcIMC could use their influence over Pacific National, which is the main provider of grain rail haulage in NSW and Victoria, to foreclose Glencore Agriculture’s rivals. However, the nature of the minority interests involved, and the market position of other grain logistics providers and traders, such as GrainCorp, make it unlikely CPPIB and bcIMC would have the ability or the incentive to engage in such a strategy.”

The ACCC also considered whether the cross-ownership interests would result in commercially sensitive information being shared between related entities to the detriment of competition.

“There are several constraints on the two proposed shareholders’ abilities to share Glencore Agriculture’s commercially sensitive information,” Sims said. “Further, Glencore plc will retain majority ownership of Glencore Agriculture and has a commercial incentive to prevent such disclosure.”

Glencore Agriculture is a company ultimately owned by Glencore plc. Glencore Agriculture’s operations in Australia include grain production, grain trading, operating port terminal facilities, and providing grain storage and handling services.

The bcIMC proposed acquisition is conditional on completion of the CPPIB proposed acquisition but not vice versa. Although the ACCC reviewed both acquisitions simultaneously, it considered the competitive effects of each acquisition separately.

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