Rio Tinto Glencore Merger Talks Resume

Rio Tinto plc and Glencore plc confirmed preliminary, non-binding discussions on Jan. 8, 2026, about a possible combination of some or all of their businesses. The talks could include an all-share acquisition of Glencore by Rio Tinto through a court-sanctioned scheme of arrangement. Under the UK Takeover Code, Rio Tinto must state its intent by 5:00 p.m. London time on Feb. 5, 2026.

Preliminary Talks, Deal Structure, and Market Context

Rio Tinto and Glencore said their discussions remain at an early stage with no certainty that any offer will be made or on the terms or structure of a potential transaction. Rio Tinto stated, "There is no certainty that the terms of any transaction or offer will be agreed, nor as to the terms or structure of any such transaction or offer, if agreed."

Both companies expect any merger to be effected through the acquisition of Glencore by Rio Tinto via a court-sanctioned scheme of arrangement, a UK court-approved process commonly used for recommended takeovers that requires shareholder and court approval.

Glencore’s capital structure includes 11,743,755,559 ordinary shares in issue, excluding 1,268,109,041 shares held in treasury. Its ordinary shares are listed on the London Stock Exchange with a secondary listing on the Johannesburg Stock Exchange.

Reports characterize the potential combination as creating the world’s largest mining company, with a combined market value near $207 billion. These talks follow earlier approaches that began in late 2024 and resumed at the end of 2025.

Takeover Code Deadline and Regulatory Disclosures

Under the UK Takeover Code, Rio Tinto must announce by 5:00 p.m. London time on Feb. 5, 2026, either a firm intention to make an offer for Glencore or that it does not intend to do so. Any extension requires consent from the Takeover Panel.

Glencore classified its announcement as a Rule 2.4 disclosure under the City Code on Takeovers and Mergers, not a firm offer under Rule 2.7. It outlined standard disclosure obligations, including requirements for persons holding 1% or more of relevant securities to make Opening Position and Dealing Disclosures within specified deadlines.

The announcement contains inside information under Market Abuse Regulation No 596/2014 and was authorized for release by Glencore’s general counsel. A copy of the announcement will be available on Glencore’s website.

Neither company detailed specific antitrust, competition, or foreign-investment approvals required for the transaction. Given their global operations, such regulatory reviews would be expected but are not specified.

The companies said a further announcement will be made as talks progress or if a firm offer is announced or withdrawn.

Rio Tinto stated, "There is no certainty that the terms of any transaction or offer will be agreed, nor as to the terms or structure of any such transaction or offer, if agreed."