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Glencore would take offer for Teck directly to shareholders if board keeps rejecting merger negotiations

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Teck Resources CEO Jonathan Price responds to questions from reporters after the company’s shareholders meeting in Vancouver on April 26, 2023.DARRYL DYCK/The Canadian Press

Glencore, the Swiss commodities giant in pursuit of Teck Resources, threatened to take any new offer directly to Teck shareholders unless the board of the Canadian company opens negotiations that might lead to the merger of the two companies.

In a statement issued Thursday morning, one day Teck TECK-B-T withdrew a shareholders’ vote to split the company, Glencore reiterated its willingness to improve its opening, US$23-billion all-share merger offer.

“We believe that with engagement, we could further improve our proposal’s structure, terms and value,” Glencore said. “Glencore remains willing to make an offer directly to Teck shareholders if there continues to be no engagement with the Teck board.”

But Teck, led by CEO Jonathan Price, has given no indication that it will negotiate the Glencore and the company remains effectively takeover-proof unless the owners of the Class A shares, with 100 votes apiece, agree to a deal (the widely held Class B shares have a single vote but represent most of the equity). The main owners of the A shares are Chairman Emeritus Norman B. Keevil, who is the son of Teck’s founder, and his ally Sumitomo of Japan.

Teck rejected Glencore’s opening pitch, made in late March, and a revised offer that contained a cash option. On Wednesday, just before the shareholders’ meeting in Vancouver, Teck did so again. “Glencore’s rejected proposals remain a non-starter, with the same flawed structure and material risk identified by our board,” Mr. Price said.

Glencore is thought to be preparing an improved offer that would be delivered next week. Its previous offers came with a 22-per-cent premium, suggesting that the next one might have to take the premium to the 25 per cent to 30 per cent range to gain traction. Glencore would not comment about any improved premium, nor whether its next offer would be its final one.

Teck investors are clearly expecting a higher bid from Glencore and perhaps a bidding war. On Wednesday, Teck’s B shares closed up 4 per cent on the Toronto market, taking their one-year gain to 36 per cent and giving the company a market value of C$32-billion.

The heavy volumes in recent days suggest that the hedge funds are piling in and consider Teck to be “in play.” In big takeovers, hedge funds typically buy 20 per cent to 40 per of the shares, giving them substantial influence over the outcome of any takeover or merger attempt.

In a Thursday note, Angus Aitken of London’s Aitken Mount Capital Partners, said that having a share register loaded with hedge funds would work in Glencore’s favour, since they would push for the Teck board and the controlling A shareholders to accept a takeover pitched at a high premium. “Whoever has been buying has deep pockets, it appears,” he said. “[Those] people are potentially helpful to the Glencore transaction.”

Glencore would make an offer for both the A and B shares and would need two-thirds acceptance to move forward with its proposal to combine its metals division with that of Teck’s, then create a separate company that would own Teck and Glencore’s thermal and metallurgical coal assets.

Teck’s idea was to spin off its metallurgical coal business into a new company called Elk Valley Resources, which would pay most of its cash flow to the pure Teck metals company for about a decade. But many Teck investors did not like the idea of the coal company delivering so much income to Teck Metals, as it would be called, for so long. As a result, Teck realized it would be unable to gain the two-thirds of the votes needed to split the company.

It is not known yet if Glencore would face rival bids for Teck. None of the Glencore’s global competitors – Vale, BHP, Rio Tinto and Anglo-American – has so far expressed interest in owning Teck, at least publicly. But Teck has ample copper assets, which might be of interest to any big mining company pursuing energy-transition metals.

If Glencore makes a new bid, Teck would would have ample time if it chose to encourage a bidding war. Under Canadian securities law, hostile bids must remain open for 105 days, up from 35 days under the previous takeover regime. In its takeover guide, the Baker McKenzie law firm said “The extension of the minimum bid period to 105 days is aimed at addressing concerns that the target boards did not have enough time to respond to hostile takeover bids.”

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Telus prioritizing ‘most important customers,’ avoiding ‘unprofitable’ offers: CFO

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Telus Corp. says it is avoiding offering “unprofitable” discounts as fierce competition in the Canadian telecommunications sector shows no sign of slowing down.

The company said Friday it had fewer net new customers during its third quarter compared with the same time last year, as it copes with increasingly “aggressive marketing and promotional pricing” that is prompting more customers to switch providers.

Telus said it added 347,000 net new customers, down around 14.5 per cent compared with last year. The figure includes 130,000 mobile phone subscribers and 34,000 internet customers, down 30,000 and 3,000, respectively, year-over-year.

The company reported its mobile phone churn rate — a metric measuring subscribers who cancelled their services — was 1.09 per cent in the third quarter, up from 1.03 per cent in the third quarter of 2023. That included a postpaid mobile phone churn rate of 0.90 per cent in its latest quarter.

Telus said its focus is on customer retention through its “industry-leading service and network quality, along with successful promotions and bundled offerings.”

“The customers we have are the most important customers we can get,” said chief financial officer Doug French in an interview.

“We’ve, again, just continued to focus on what matters most to our customers, from a product and customer service perspective, while not loading unprofitable customers.”

Meanwhile, Telus reported its net income attributable to common shares more than doubled during its third quarter.

The telecommunications company said it earned $280 million, up 105.9 per cent from the same three-month period in 2023. Earnings per diluted share for the quarter ended Sept. 30 was 19 cents compared with nine cents a year earlier.

It reported adjusted net income was $413 million, up 10.7 per cent year-over-year from $373 million in the same quarter last year. Operating revenue and other income for the quarter was $5.1 billion, up 1.8 per cent from the previous year.

Mobile phone average revenue per user was $58.85 in the third quarter, a decrease of $2.09 or 3.4 per cent from a year ago. Telus said the drop was attributable to customers signing up for base rate plans with lower prices, along with a decline in overage and roaming revenues.

It said customers are increasingly adopting unlimited data and Canada-U.S. plans which provide higher and more stable ARPU on a monthly basis.

“In a tough operating environment and relative to peers, we view Q3 results that were in line to slightly better than forecast as the best of the bunch,” said RBC analyst Drew McReynolds in a note.

Scotiabank analyst Maher Yaghi added that “the telecom industry in Canada remains very challenging for all players, however, Telus has been able to face these pressures” and still deliver growth.

The Big 3 telecom providers — which also include Rogers Communications Inc. and BCE Inc. — have frequently stressed that the market has grown more competitive in recent years, especially after the closing of Quebecor Inc.’s purchase of Freedom Mobile in April 2023.

Hailed as a fourth national carrier, Quebecor has invested in enhancements to Freedom’s network while offering more affordable plans as part of a set of commitments it was mandated by Ottawa to agree to.

The cost of telephone services in September was down eight per cent compared with a year earlier, according to Statistics Canada’s most recent inflation report last month.

“I think competition has been and continues to be, I’d say, quite intense in Canada, and we’ve obviously had to just manage our business the way we see fit,” said French.

Asked how long that environment could last, he said that’s out of Telus’ hands.

“What I can control, though, is how we go to market and how we lead with our products,” he said.

“I think the conditions within the market will have to adjust accordingly over time. We’ve continued to focus on digitization, continued to bring our cost structure down to compete, irrespective of the price and the current market conditions.”

Still, Canada’s telecom regulator continues to warn providers about customers facing more charges on their cellphone and internet bills.

On Tuesday, CRTC vice-president of consumer, analytics and strategy Scott Hutton called on providers to ensure they clearly inform their customers of charges such as early cancellation fees.

That followed statements from the regulator in recent weeks cautioning against rising international roaming fees and “surprise” price increases being found on their bills.

Hutton said the CRTC plans to launch public consultations in the coming weeks that will focus “on ensuring that information is clear and consistent, making it easier to compare offers and switch services or providers.”

“The CRTC is concerned with recent trends, which suggest that Canadians may not be benefiting from the full protections of our codes,” he said.

“We will continue to monitor developments and will take further action if our codes are not being followed.”

French said any initiative to boost transparency is a step in the right direction.

“I can’t say we are perfect across the board, but what I can say is we are absolutely taking it under consideration and trying to be the best at communicating with our customers,” he said.

“I think everyone looking in the mirror would say there’s room for improvement.”

This report by The Canadian Press was first published Nov. 8, 2024.

Companies in this story: (TSX:T)

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TC Energy cuts cost estimate for Southeast Gateway pipeline project in Mexico

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CALGARY – TC Energy Corp. has lowered the estimated cost of its Southeast Gateway pipeline project in Mexico.

It says it now expects the project to cost between US$3.9 billion and US$4.1 billion compared with its original estimate of US$4.5 billion.

The change came as the company reported a third-quarter profit attributable to common shareholders of C$1.46 billion or $1.40 per share compared with a loss of C$197 million or 19 cents per share in the same quarter last year.

Revenue for the quarter ended Sept. 30 totalled C$4.08 billion, up from C$3.94 billion in the third quarter of 2023.

TC Energy says its comparable earnings for its latest quarter amounted to C$1.03 per share compared with C$1.00 per share a year earlier.

The average analyst estimate had been for a profit of 95 cents per share, according to LSEG Data & Analytics.

This report by The Canadian Press was first published Nov. 7, 2024.

Companies in this story: (TSX:TRP)

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BCE reports Q3 loss on asset impairment charge, cuts revenue guidance

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BCE Inc. reported a loss in its latest quarter as it recorded $2.11 billion in asset impairment charges, mainly related to Bell Media’s TV and radio properties.

The company says its net loss attributable to common shareholders amounted to $1.24 billion or $1.36 per share for the quarter ended Sept. 30 compared with a profit of $640 million or 70 cents per share a year earlier.

On an adjusted basis, BCE says it earned 75 cents per share in its latest quarter compared with an adjusted profit of 81 cents per share in the same quarter last year.

“Bell’s results for the third quarter demonstrate that we are disciplined in our pursuit of profitable growth in an intensely competitive environment,” BCE chief executive Mirko Bibic said in a statement.

“Our focus this quarter, and throughout 2024, has been to attract higher-margin subscribers and reduce costs to help offset short-term revenue impacts from sustained competitive pricing pressures, slow economic growth and a media advertising market that is in transition.”

Operating revenue for the quarter totalled $5.97 billion, down from $6.08 billion in its third quarter of 2023.

BCE also said it now expects its revenue for 2024 to fall about 1.5 per cent compared with earlier guidance for an increase of zero to four per cent.

The company says the change comes as it faces lower-than-anticipated wireless product revenue and sustained pressure on wireless prices.

BCE added 33,111 net postpaid mobile phone subscribers, down 76.8 per cent from the same period last year, which was the company’s second-best performance on the metric since 2010.

It says the drop was driven by higher customer churn — a measure of subscribers who cancelled their service — amid greater competitive activity and promotional offer intensity. BCE’s monthly churn rate for the category was 1.28 per cent, up from 1.1 per cent during its previous third quarter.

The company also saw 11.6 per cent fewer gross subscriber activations “due to more targeted promotional offers and mobile device discounting compared to last year.”

Bell’s wireless mobile phone average revenue per user was $58.26, down 3.4 per cent from $60.28 in the third quarter of the prior year.

This report by The Canadian Press was first published Nov. 7, 2024.

Companies in this story: (TSX:BCE)

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