FILE PHOTO: The Anglo American logo is seen in Rusternburg October 5, 2015. Picture taken October 5, 2015. REUTERS/Siphiwe Sibeko/File Photo

By Clara Denina

LONDON (Reuters) - London-listed miner Anglo American and Canada's Teck Resources plan to merge, the two companies said on Tuesday, marking the sector's second-biggest M&A deal ever and forging a new global copper-focused heavyweight.

Under the proposed deal, which still needs regulatory approval, Anglo American shareholders would own 62.4% of the newly combined company, Anglo Teck, while shareholders in Teck will hold 37.6%.

Anglo Teck will be headquartered in Canada but have a primary stock listing in London, said the two companies, whose combined market capitalisation exceeds $53 billion.

The deal, which makes the new entity the world's fifth-largest copper company, also is a big bet by Anglo on copper. Glencore's <GLEN.L> $90 billion merger with Xstrata in 2013 remains the largest mining deal in history.

Copper, used in the power and construction sectors, is poised to benefit from burgeoning demand from the electric vehicle sector and other new applications such as data centres for artificial intelligence.

A race by miners to dominate the copper space has fuelled a rush to develop new projects as well as a flurry of takeover bids, though no major acquisition has so far succeeded.

Both Anglo and Teck have undergone significant restructuring in recent years, driven by external takeover attempts and strategic shifts within the mining industry.

Anglo faced a £39 billion ($53 billion) takeover bid from BHP last year that was ultimately rejected by its board. Teck rejected a $22.5 billion takeover offer from Glencore in 2023, though it sold its steelmaking coal business to Glencore for $6.93 billion.

"I think the deal itself is a very strong defence," said one source with knowledge of the negotiations between Anglo and Teck.

The transaction has a zero-premium, all-share structure.

That lack of a premium could open the door to rival bids, but Anglo's shareholders will receive a $4.5 billion special dividend.

"Interloper risk will be a big question for the market on this deal," Berenberg analysts wrote in a note, adding that Glencore and BHP, notably, could still step in.

While Anglo and Teck can still consider unsolicited acquisition proposals, a $330 million break fee would apply.

MERGER OF EQUALS

Anglo's London shares were up over 9% on Tuesday, on track for their biggest daily gain in more than a year, while U.S.-listed Teck shares were up 10.4% in pre-market trading.

"This is a consolidation that makes sense and brings complementary cultures together," said Adam Matthews of the Church of England Pensions Board, an Anglo shareholder.

"Both companies are ones we hold high regard for, and the industry will be stronger for this move," he said

Anglo Chief Executive Officer Duncan Wanblad will remain CEO of the new company, while Teck's Jonathan Price will be deputy CEO.

Wanblad, speaking to journalists from Vancouver, called the deal a "true merger of equals", adding that Anglo Teck's board would be drawn equally from the two companies' existing directors.

"We will have a stronger, more resilient financial platform with scale advantages, including greater flexibility to reallocate capital dynamically to the highest returning opportunities," he said.

The tie-up is expected to generate annual cost savings and efficiency gains of $800 million by the fourth year after completion, Anglo said.

"As a merger, we absolutely get to draw on the best of both, and we don't really need to pay away anything on either side in terms of premium to get the full benefit," Wanblad said.

The two companies operate adjacent copper mines in Chile - Quebrada Blanca and Collahuasi - which are expected to deliver further operational benefits.

Quebrada Blanca is Teck's flagship mine, but a tailings issue that relates to the disposal of mine waste has seen it miss production guidance, dragging down the company's shares.

Teck's Price said securing the regulatory approvals for the deal could take between 12 and 18 months. He added that Canada's Keevil family, which owns a majority of Teck's A-class shares, backed the deal.

"We have irrevocable support from Dr. (Norman) Keevil and the other A-share voters," he said.

A source close to the deal said that the decision to maintain the new company's headquarters in Canada, safeguarding Teck's "Canadian legacy", would likely help ease the way for regulatory approval by authorities there.

Canadian officials had shown hostility to Glencore's previous bid to acquire Teck, and the source said such concessions in the new deal could help fend off rival bids from companies unwilling to include similar proposals.

($1 = 0.7363 pounds)

(Additional reporting by Andres Gonzalez Estebaran, Prerna Bedi and Yadarisa Shabong; Writing by Joe Bavier; Editing by Veronica Brown, Louise Heavens, Kirsten Donovan, Emelia Sithole-Matarise and Paul Simao)