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In a 13D filing this morning on Phelps Dodge (PD), 5.1% holder (10.3 million shares) Steven A. Cohen / SAC Capital said the merger agreement with Freeport-McMoRan Copper & Gold Inc. (NYSE:FCX) undervalues the company and it plans to vote against the proposed transaction.

From the 'Purpose of Transaction' section of the filing:

Phelps Dodge Chart 11 12 06 Freeport-McMoRan Chart 11 12 06

The Issuer announced on November 19, 2006, that it had entered into a definitive agreement to merge with Freeport-McMoRan Copper & Gold Inc. The Reporting Persons believe that the terms of the proposed FCX transaction would not provide full and fair value to the Issuer's shareholders and would deprive them of their ability to maximize the return on their investment. The Reporting Persons believe that the proposed FCX transaction offers few, if any, synergies to the combined operation, and would use the Issuer's balance sheet to fund the purchase in what is essentially a public recapitalization that would create disproportionate value for FCX shareholders at the expense of the Issuer's shareholders. In addition, the Reporting Persons believe there is unrecognized long term value that the Issuer's shareholders would forego if they sold their shares at FCX's proposed terms. Accordingly, the Reporting Persons currently intend to vote against the proposed FCX transaction.

Source: Steve Cohen Will Vote Against Phelps Dodge/Freeport McMoRan Merger