Glencore International plc (LSE:GLEN) signed an agreement to acquire remaining 65.51% stake in Xstrata plc (LSE:XTA) from Standard Life Investments Limited, Qatar Holding LLC and others for £25.2 billion on February 7, 2012. Glencore International plc is offering 2.8 New Glencore Shares for each Xstrata plc's share. A syndicate of lenders, comprising more than 30 banks signed liquidity backstop facility for the transaction on April 17, 2012. The merger will be conditional upon the scheme becoming unconditional and effective subject to the Code, by not later than October 31, 2012. Glencore agreed to pay a termination fee of £298 million in the event of any change subject to certain conditions.

The management of the merged company will comprise of Mick Davis, Xstrata Chief Executive Officer as Chief Executive Officer of the merged company, Ivan Glasenberg, Chief Executive Officer of Glencore as Deputy Chief Executive Officer and President, Trevor Reid, Xstrata Chief Financial Officer as Chief Financial Officer and Steven Kalmin, Glencore Chief Financial Officer as Deputy Chief Financial Officer. The merged company's Board will comprise eleven directors, including nine Non-Executive Directors. A majority of the new Board will be Independent Non-Executive Directors. The merged company's Board will be led by non-executive Chairman, John Bond who will have the casting vote on all matters before the merged company's Board. Ivan Glasenberg will be appointed as Director of Xstrata plc.

Each committee of the merged company's Board will comprise three non-executive directors, one Xstrata-nominated non-executive director and one Glencore-nominated non-executive director (in the case of the Nominations Committee, both of whom are acceptable to Glencore) and the Chair of the Committee. John Bond will Chair the Nominations Committee. Xstrata's operating businesses and Glencore's marketing functions will continue to operate under their existing brands. It is proposed that the combined entity will be called Glencore Xstrata International plc, listed on the London and Hong Kong Stock Exchanges.

The scheme will be subject to certain conditions, approval of Glencore's shareholders and Xstrata plc's shareholders, the sanction of the scheme by the court, European Commission as regulatory body and by merger control agencies of United States, Europe, South African, China, Canada and Australia. The scheme needs the support of 75% of Xstrata's shareholders eligible to vote on the deal. Xstrata's shareholder will vote on July 12, 2012 to approve the offer. The scheme will also be subject to approval of London Stock Exchange, the FSA and the UK Listing Authority. The transaction was unanimously approved by the Independent Xstrata Directors. The transaction is expected to be accretive Xstrata Shareholders in the first full financial year of the merged company. Glencore intends to make an application to the UK Listing Authority to cancel the listing of Xstrata shares on London Stock Exchange. As of February 1, 2012, 5% of Xstrata's shareholder confirmed that they will vote against the offer. As of March 5, Glencore International plc announced that there are no plans to improve an all-share offer for Xstrata plc. As of June 27, 2012, deal was approved by anti-trust bodies of Canada, Turkey and Japan. Respective shareholder meetings to approve the merger are expected to be convened in early July 2012. The transaction is expected to close in the third quarter of 2012. As of July 5, 2012, the transaction was approved by Australian competition authorities. As of July 11, 2012, the court meeting to be convened on July 12, 2012 to approve the scheme of arrangement will now be adjourned to September 7, 2012. As of August 30, 2012, Schroders' Buxton said that they will vote against the deal. Knight Vinke is among the many Xstrata shareholders will vote against the deal next week.

As of September 7, 2012, Glencore raised its offer to acquire Xstrata for £29.8 billion. Glencore will now issue 3.05 new shares for every Xstrata share. According to the revised terms, Glencore Chief Executive Ivan Glasenberg becomes Chief Executive of the combined company. He was to become deputy Chief Executive under the prior structure and Xstrata Chief Mick Davis was to have been Chief Executive. Standard Life Investments will vote for the merger. As of October 31, 2012, the European Commission extended its review of the merger until November 22, 2012. As on November 15, 2012, Qatar Holding LLC announced that it will approve the merger on November 20, 2012 in a shareholders meeting. As of April 16, 2013, the transaction is expected to complete by May 2, 2013. The British High Court approved the transaction on April 30, 2013. In addition, an application was placed, wherein the last trading day of the Xstrata shares at the Londoner stock exchange.

Nigel Robinson, Nick Bowers and Khaled Fathallah of Deutsche Bank; Ian Hannam, Barry Weir and Neil Passmore of JPMorgan Cazenove Limited; Brett Olsher and Luca Ferrari of Goldman Sachs International; William Vereker, William Barter and Shaun Treacy of Nomura International plc, Barclays Capital PLC and Ernst & Young acted as financial advisors for Xstrata plc. Julian Makin, Piers Prichard Jones, Stephen Hewes, Jocelyn Mitchell, Rafique Bachour, Edward Evans, Jonathan Cooklin, Richard Thexton, Richard Blair, Alice Greenwell, Karen Bonne Slaney, Tom Godwin, Kirsty Grant, Luke Holland, Emma Mahler, Gavin Green, Nicola Cannon, Richard Harmer, Takeshi Nakao, Michael Han, Sam Barnes, Martin Macleod, David Mendel, Raymond Duddy, Charlotte Lamb, Rickard Haglund, Djémila Mesbah, Vivan Cao, Anna Blume Huttenlauch, Miho Wakitani and Nicholas Spearing of Freshfields Bruckhaus Deringer LLP acted as legal advisors for Xstrata.

David Wormsley, Simon Lindsay, Tom Reid, Robert Way and Marie-Christine of Citigroup Global Markets Limited and Laurence Hopkins, Alastair Cochran and Michel Antakly of Morgan Stanley & Co. Limited acted as financial advisors to Glencore International plc. Charlie Jacobs, David Avery-Gee, Ian Hunter, Tracey Lochhead and Christian Ahlborn of Linklaters LLP and McCarthy Tétrault LLP acted as legal advisors to Glencore International plc. Deloitte LLP acted as accountant for Glencore International. Michael Klein of M. Klein and company, LLC acted as strategic consultant to Glencore International plc and Xstrata plc. Guy Lamming and Dorothy Burwell of Finsbury acted as public relation advisors to Glencore International plc. Stephen Breslin, Michael Oke and Andy Mills of Aura Financial and Philip Gawith of StockWell Communications acted as public relation advisors to Xstrata plc. Credit Suisse Securities (Europe) Limited acted as financial advisor to Glencore International plc. BNP Paribas acted as financial advisor for Glencore. King & Wood Mallesons acted as legal advisor to Xstrata. Lazard acted as financial advisor for Qatar Holding LLC.

Glencore International plc (LSE:GLEN) completed the acquisition of remaining 65.51% stake in Xstrata plc (LSE:XTA) from Standard Life Investments Limited, Qatar Holding LLC and others on May 2, 2013.