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UPDATE 2-New Anglo chair says Xstrata proposal a distraction

Published 07/20/2009, 04:07 AM

* John Parker sees "clear value gap" in Xstrata merger plan

* Offers support for CEO Cynthia Carroll

* Happy with Anglo cost-cutting plans

(Adds more details, background, shares)

By Eric Onstad

LONDON, July 20 (Reuters) - The incoming chairman of mining group Anglo American Plc, John Parker, dismissed a "merger of equals" proposal from rival Xstrata as a distraction.

"The board have obviously evaluated this proposition very carefully ... but there's a clear value gap. And frankly, as far as I'm concerned, this is a great distraction for management," he said in an interview on the company's website.

"I want to see them focused on wringing out the value that's inherent in this business and I'm very confident that they have plans to do so."

Anglo-Swiss Xstrata said on June 21 that it wanted to launch talks with Anglo about a "nil premium" merger, but Anglo rejected it the following day as "totally unacceptable".

Anglo has so far not utilised UK takeover regulations to request a "put up or shut up" ruling, which would require Xstrata to launch a formal takeover offer or walk away for six months.

SUPPORTS CEO CARROLL

Mergers that look good on paper can often be tripped up by cultural and management differences between companies, Parker said.

Analysts have warned of this danger in marrying Xstrata, which is very decentralised, and Anglo, which has a strong head office structure.

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Parker, who becomes chairman on August 1, also offered support for Chief Executive Cynthia Carroll, who has been criticised by some analysts and in media reports.

"I'm very happy with the plans that Cynthia Carroll as chief executive has outlined to me for cost reductions and value creation," he said.

"She's done outstanding transformation work since she arrived which hasn't always been fully recognised. She's met some criticism, but you know you can't make an omelette without breaking eggs."

Xstrata has said a merger could deliver $1 billion in cost synergies, but Anglo has pointed to its own plans to reduce costs by $2 billion by 2011.

Parker offered assurances that he would have enough time for the Anglo chairmanship despite remaining chairman of British energy network provider National Grid. He said he was stepping down as co-chairman of paper and packaging group Mondi.

He declined to comment on the fact that the South African government had been pressing Anglo to appoint a black South African as next chairman to succeed Mark Moody-Stuart, but said he had talked with the country's mining minister.

"The first person I spoke to on the day that my appointment was announced was the minister of mines in South Africa, and she was very, very helpful and very supportive of my appointment."

Anglo shares rose 0.6 percent to 1,818 pence by 0715 GMT, lagging Xstrata's gains of 2.6 percent to 710.5 pence, compared to a 2.1 percent increase in the UK mining index

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Since Xstrata made public its proposal, Anglo shares have gained 12 percent and Xstrata's are up 4 percent.

(Reporting by Eric Onstad; editing by David Cowell)

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