Convincing watchdogs that mingling $116bn of assets was in no way anti-competitive was never going to be easy. After announcing plans to form an iron ore joint venture in June, Rio Tinto and BHP Billiton stressed that what they had in mind was a simple, no-frills production JV, wrapping contractual obligations around pooled assets without changing any underlying ownership. They'd dig it up together, they'd sell it individually. But clause 4.8, under which up to 15 per cent of output was to be sold by the joint venture itself, separately from both partners, muddied that picture.
要讓監管機構相信，將1160億美元資產合并到一起不會損害市場競爭，這絕不是一件容易的事。在力拓(Rio Tinto)與必和必拓(BHP Billiton)今年6月宣布成立鐵礦石合資公司的計劃后，兩家公司強調，他們想設立的是一個簡單的、僅從事生產的合資企業，通過合并后的資產共同完成兩家的銷售合同，但并不改變實際所有權。他們會一起挖礦，然后分別出售。但是根據協議第4.8條，最多15%的產量將由合資企業單獨出售，獨立于兩家合作伙伴之外。這就把人搞糊涂了。