BHP Group Ltd announced on 24 November 2025 that it is no longer considering a combination with Anglo American plc. After preliminary discussions with Anglo American’s board, BHP confirmed it will not pursue a merger or acquisition deal. The Company continues to recognise the strategic merits and potential value such a combination could have created. However, BHP emphasised its confidence in its own organic growth strategy moving forward.
Official Statement and Decision
The document specified, “BHP confirms that it is no longer considering a combination of the two companies.” BHP stated that while a partnership with Anglo American might have offered significant opportunities, the Company remains focused on realising value through its internal growth plans. The decision reflects BHP’s assessment of the long-term prospects and competitive positioning of its existing business operations. This development signals BHP’s commitment to advancing its own projects and initiatives without entering into a combination deal.
Compliance with UK City Code on Takeovers and Mergers
The announcement is made in accordance with Rule 2.8 of the UK City Code on Takeovers and Mergers. BHP included a customary reservation to set aside this statement if specific circumstances arise. These include Anglo American’s board agreeing to rescind the statement, a third party announcing an offer for Anglo American, Anglo American proposing a Rule 9 waiver, or if the UK Panel on Takeovers and Mergers finds a material change of circumstance.
Rule 2.8 allows a Company to make certain statements during takeover discussions, but also requires transparency about the nature of those statements. BHP’s release signals its current stance but preserves flexibility should the situation change under one of the outlined scenarios.
Quoted Elements from the Announcement
The Company issued clear instructions about the limited nature of release, stating, “NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.”
Additional details confirmed the statement’s compliance: “This is a statement to which Rule 2.8 of the UK Code applies.”
BHP’s Organic Strategy Strength
BHP’s leadership emphasised confidence in advancing the Company’s development pipeline. The decision not to pursue the merger stemmed from a focus on “the highly compelling potential” of organic strategies. This signals prioritisation of internal projects, operational improvements, and further development of ongoing assets.
Impact for Stakeholders
The statement outlined unchanged confidence in BHP’s current business model and future prospects. All references to the combination’s value reinforced the decision as part of a broader, long-term approach to benefit shareholders and stakeholders.
Engagement with Financial Advisers
BHP worked with established financial advisers through the process. Lazard Co., Limited, UBS, and Barclays served as joint lead financial advisers. Each acted in BHP’s interests, reflecting global standards of regulatory compliance.
Lazard, authorised by the UK Financial Conduct Authority, provided exclusive advice to BHP. UBS AG London Branch and UBS Securities Australia Limited contributed their expertise for both process and content evaluation. Barclays Bank PLC delivered guidance from its investment bank division.
Regulatory Compliance and Disclosure
The announcement detailed that any future disclosure aligns with Rule 26.1 of the UK Takeover Code. BHP will publish a copy of the statement on its website by noon UK time on the business day following release. The statement addressed the fact that content on the website does not form part of the public announcement.
BHP reiterated that this document “contains inside information” for the purposes of regulatory obligations. Stefanie Wilkinson, Group General Counsel and Group Company Secretary, authorised the release.
Board, Contacts, and Company Details
BHP Group is a leading global resources Company headquartered in Level 18, 171 Collins Street, Melbourne, Victoria, Australia. It operates in the mining, metals, and petroleum sectors with a focus on sustainable growth and shareholder value. The Company regularly communicates material developments affecting its strategic direction in compliance with regulatory and market requirements.
The Board of BHP and relevant members of Anglo American received updates regarding the decision. BHP included contact details for media and investor relations representatives in Australia, Asia, Europe, and the Americas.
Anglo American, Rule 9, and Reverse Takeovers
BHP’s statement clarified that a Rule 9 waiver proposal permits waiving the requirement to make an offer under UK regulations when certain share acquisition thresholds occur. Reverse takeover situations involve an offeror possibly needing to double its equity share capital, also covered under UK code conventions.
Conclusion
BHP’s statement delivers formal closure to the possible merger while reiterating commitment to its current operations. The Company concentrated on regulatory adherence, clear communication to stakeholders, and unbiased disclosure of forward-looking strategy. The update maintains BHP’s reputation for transparency and its ongoing pursuit of value maximisation within the framework of international markets and compliance standards.
