Xstrata’s shareholders, other than the Glencore Group, approved the proposed all-share merger of Xstrata and Glencore International. Glencore Xstrata will have market cap of approximately $85 billion. The merger will proceed, subject to outstanding regulatory approvals and UK Court approval, even though the previously announced and revised $223 million management incentive package will not be put in place to retain key Xstrata management.

“The retention arrangements served the interests of shareholders by mitigating the risk of losing the management team that built Xstrata and who would be fundamental to the group’s future success,” said Sir John Bond, chairman, Xstrata. In the light of shareholders’ decision, Bond said he would step down once the merger is completed.

Mick Davis, who has led Xstrata for the last 10 years, will become CEO of Glencore Xstrata for six months, after which Glencore CEO Ivan Glasenberg will assume that position. “We have created one of the world’s leading mining groups from inauspicious beginnings,” Davis said. “The corporate culture, values and world-class portfolio of assets and growth projects we have developed over that time are a source of pride and will make a significant contribution to the combined company.”

Merger control approvals have been obtained from the majority of relevant antitrust and regulatory authorities. The European Commission recently announced it had approved the merger with certain conditions regarding the company’s relationship with Nyrstar, a large European zinc producer.

Only two approvals remain outstanding: those of China and South Africa.