Mergers And Acquisition In The Mining Industry (Brascan/Noranda) With Particular Emphasis On The Hedging Of Financial Risk

This paper addresses some of the financial risk hedging mechanisms available to a corporation contemplating entering the mining business at a significant level of investment. The approach which I have adopted is that of a case study relating to the risk hedging aspects of Brascan Limited's acquisition of 46% of Noranda Inc., formerly Noranda Mines Limited, followed by some remarks on options open to mining companies for reducing financial risks. To appreciate the rationale for Brascan committing over (Can.) $800 million to the natural resource sector, some knowledge of Brascan's parent company, Edper Investments Ltd., is required at the outset. Edper Investments, prior to acquiring a 48% interest in Brascan, controlled Trizec Corporation, one of the world's largest property companies. Edper also was involved in the financial services sector through Continental Bank of Canada and Hees International Corporation. For some considerable time prior to Edper's investment in Brascan, Edper felt a need to provide a better balance to its portfolio of property and financial services. Brascan was rich in cash, relatively unleveraged, and with important existing holdings in natural resources and consumer products. The acquisition of a controlling interest in Brascan provided an opportunity to balance Edper's portfolio of property and financial services with world class acquisitions in natural resources, supplemented by consumer products and financial services. The end result of Brascan's activities over the last few years is illustrated by the following analysis of the book value of Brascan's assets at the end of December 1983. [Can.$% Millions _ Natural Resources81748 Consumer Products 654 38 Financial Services 157 9 Other Operations895$1,717100% ] Source: Brascan 1983 Annual Report. The large emphasis on natural resources came about from the fact that for Canadians operating mainly in Canada, natural resources were attractive. We were impressed by Canada's position in the world natural resource industry as illustrated by some of the following statistics: [CommodityCanadian Estimated Production In 1983 As % of World Total Newsprint 30 Potash 21 Uranium 18 Molybdenum 17 Zinc 17 Pulp 16 Nickel 16 Saw Logs 11 Silver 8 Copper 7 Lead 6 Gas 5 Oil3] Source: U.S. Bureau of Mines and Brascan estimates. In addition, the quality of Canada's reserves looked good to us. The polymetallic nature of many of Canada's orebodies offered a hedge against risk relating to any one metal. Put another way, the by-product metal credits offered a net operating cost advantage with respect to many of the metals mined. Our energy costs also appeared to provide Canada's natural resource industries with an advantage. We considered Canadian mining expertise as amongst the world's finest, as were the exploration equipment and technology developed in Canada. In addition, Canada offered a stable political climate and one we knew. Further, we felt the Canadian Government's future role in the industry would, on balance, be benign, partly because the Canadian content of the mining industry was very high in contrast to the petroleum industry. Granted, we could find cheaper sources of copper; however, to do so would involve venturing into regions where country risks were higher.