UPDATE 3-BHP challenge to Potash pill set for Nov.8 hearing

* BHP seeks to suspend Potash plan to defend against bid

* Hearing scheduled after deadline for Ottawa ruling

* Saskatchewan makes pitch to Canadian legislators

* Potash Corp shares rise 1 pct in New York

(Adds comments by Canada industry minister, Saskatchewan
minister, updates share movement)

By Rod Nickel

WINNIPEG, Manitoba, Oct 26 (BestGrowthStock) – Saskatchewan’s
securities regulator will hear BHP Billiton’s (BHP.AX: )
challenge to Potash Corp’s (POT.TO: ) shareholder rights plan on
Nov. 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 Nov. 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.


For other BHP-Potash stories [ID:nN22340110]

Value investor view on Potash: [ID:nRTV153281]

Top potash producers: http://link.reuters.com/sus55n



The hearing will take place in the provincial capital of
Regina less than a week after the Nov. 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

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 Nov. 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.
($1=$1.02 Canadian)
(Additional reporting by David Ljunggren in Ottawa; Editing by
Frank McGurty and Janet Guttsman)

UPDATE 3-BHP challenge to Potash pill set for Nov.8 hearing