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Rio Tinto walks away from Glencore merger talks

Proposed deal fails shareholder value test

Rio Tinto has drawn a clear line under merger discussions with Glencore, confirming that it will not pursue a business combination after concluding that the proposed transaction would not deliver sufficient value to its shareholders.

The diversified mining giant said its decision followed a detailed assessment conducted in line with the capital allocation framework outlined at its December 2025 Capital Markets Day, where long-term value creation and disciplined shareholder returns were placed at the centre of its strategy.

“Rio Tinto has determined that it could not reach an agreement that would deliver value to its shareholders,” the company said.

The announcement brings to an end weeks of market speculation after Rio Tinto revealed in January that it was evaluating a possible transaction with Glencore. A merger between the two heavyweights would have reshaped the global mining landscape, creating the world’s largest mining company with a combined market value of nearly $207 billion.

Timing also played a decisive role. Under UK takeover rules, a potential bidder has 28 days from being publicly identified to either announce a firm intention to make an offer, walk away, or seek an extension. Thursday marked the final deadline.

Glencore, in its response, made it clear that the proposed terms failed to reflect the true value it would have brought to a combined group.

“The key terms of the potential offer were Rio Tinto retaining both the chairman and chief executive officer roles and delivering a proforma ownership of the combined company which, in our view, significantly undervalued Glencore’s underlying relative value contribution to the combined group, even before consideration of a suitable acquisition control premium,” Glencore said.

The miner added that the structure did not properly account for the long-term value of its copper business, its growth pipeline, or the potential synergies that could have been unlocked through a merger. As a result, Glencore concluded that the proposal was not in the best interests of its shareholders.

Instead, Glencore used the moment to underline the strength of its standalone investment case. The company pointed to its diversified commodity portfolio, its leading marketing business, and its growing exposure to transition-related metals, all of which position it to benefit from long-term global demand trends.

It also highlighted improvements in operating structures, the delivery of production within guidance for a second consecutive year, and continued upgrades to its asset base. Glencore said it remains firmly focused on delivering its 2026 priorities, meeting operational targets, and advancing organic growth projects to support sustainable long-term shareholder value.

 

 

 

 

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