BHP challenge to Potash pill set for November 8 hearing

By Rod Nickel

WINNIPEG, Manitoba (BestGrowthStock) – Saskatchewan’s securities regulator will hear BHP Billiton’s (BHP.AX: ) challenge to Potash Corp’s (POT.TO: ) shareholder rights plan on November 8-9, assuming the federal government allows BHP’s $39 billion bid to proceed.

In documents filed with the Saskatchewan Financial Services Commission, BHP seeks to suspend the rights plan, an anti-takeover “poison pill” that Potash launched to stave off the Anglo-Australian miner.

Potash Corp has had enough time to find an alternative offer, BHP said in a submission to the regulator disclosed on Monday. BHP offered to buy Potash Corp, the world’s largest fertilizer supplier in late August. Its bid expires November 18.

“No alternative to the offer has emerged and none is reasonably likely to emerge,” BHP wrote. “The time has come for the Potash Corp rights plan to go.”

Potash Corp spokesman Bill Johnson said the company will file its submission to the commission later this week.

The rights plan dilutes the holdings of any shareholder that amasses at least 20 percent of outstanding shares, letting other shareholders buy more stock at a deep discount and making it prohibitively expensive for an aggressor to win a majority.

Potash Corp, which produces more potash than any other company, is based in the Canadian province of Saskatchewan, which holds vast underground reserves of the crop nutrient.

REGINA HEARING

The hearing will take place in the provincial capital of Regina less than a week after the November 3 deadline for the Canadian government to decide whether to BHP’s bid go ahead.

Barbara Shourounis, director of the tiny commission’s securities division, which has never ruled on a poison pill, said a decision is likely a few days after the hearing.

The three commissioners are chairman Dave Wild, who has experience as a pension plan administrator, Peter Carton, a retired banker, and Brian Molberg, who works in housing for seniors.

Saskatchewan wants the Canadian government to reject the takeover and has sent two cabinet ministers to Ottawa, where they met with legislators on Tuesday.

Federal law lets Ottawa block any takeover by a foreign-based company if officials deem that a deal would not provide “net benefit” to Canada.

The province’s energy minister, Bill Boyd, told Reuters he has met with Canadian Industry Minister Tony Clement and Finance Minister Jim Flaherty, among others, and doesn’t expect Ottawa to extend its November 3 deadline for a decision.

“They weren’t in a position to give us an indication (of their decision), but I think our views are understood now and we’re optimistic and hopeful they will reach the same conclusion that we have in Saskatchewan,” Boyd said.

Saskatchewan Premier Brad Wall has said a BHP takeover would threaten expansion plans by miners Mosaic Co (MOS.N: ) and Agrium Inc (AGU.TO: ), and would cost Saskatchewan C$3 billion to C$6 billion ($2.9 billion to $5.9 billion) over 10 years in lost taxes and royalties.

But Clement denied he felt under pressure.

“I don’t feel any pressure at all (from Wall),” he told reporters in Ottawa. “I’m quite confident that we will get to the appropriate resolution.”

Potash Corp shares rose about 1 percent in New York and 2 percent in Toronto on Tuesday, while BHP shares fell 2.5 percent in London.

(Additional reporting by David Ljunggren in Ottawa; Editing by Frank McGurty and Janet Guttsman)

BHP challenge to Potash pill set for November 8 hearing