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Potash Corp target of hostile bid by BHP

rafterman

A sadder and a wiser man
Feb 15, 2004
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POT shares up $27 this morning to $144 some $14 above the bid price.

If successful a huge Canadian icon will be swallowed by an even larger international mining juggernaut.

Coulda had POT for $90 a couple of months ago.

Ha ha ha.....that's the old hindsight for you.

Potash Corp. rejects hostile BHP bid
Boyd Erman, Brenda Bouw and Tim Kiladze
06:26 EST Tuesday, Aug 17, 2010


Toronto/Vancouver — Potash Corp. of Saskatchewan has received – and already rejected – a blockbuster $38.6-billion (U.S.) takeover bid from BHP Billiton.

BHP has offered $130 a share for Potash Corp., the world’s biggest fertilizer company, which slammed the price Tuesday as “grossly inadequate” and added that it “is not in the best interests of its shareholders for Potash Corp. to enter into discussions with BHP Billiton.”

“We believe it is critical for our shareholders to be aware of this aggressive attempt to acquire their company for significantly less than its intrinsic value,” Potash Corp. chairman Dallas Howe said in a statement. “The fertilizer industry is emerging from the recent global economic downturn, and we feel strongly that Potash Corp. shareholders should benefit from the current and potential value of the company. We believe the BHP Billiton proposal is an opportunistic effort to transfer that value to its own shareholders.”


Potash audio feed
Listen to the Potash Corp. conference call

Download (.mp3)


Potash Corp. shares closed Monday at $112.15 in New York, where they trade most heavily. The $130-a-share price is about a 16 per cent premium to that closing price, and almost matches the company's 52-week high.

The shares fetched more than $200 during the commodity-stock boom of 2008.

News of BHP's bid pushed up the Canadian dollar by 0.5 per cent to 96.29 cents U.S., highlighting to markets the “potential for large Canadian takeovers” that would require Canadian currency, said Scotia Capital currency strategist Camilla Sutton.

BHP set its sights on the potash business more than four years ago, when it began to work its way into the industry.

BHP has been growing by acquisition in Potash Corp.'s back yard, buying smaller players like Anglo Potash Ltd. and Athabasca Potash to get land to explore for the mineral.

Potash Corp. is in a much different league – the world's biggest potash producer, with seven potash mines. The company also has facilities producing nitrogen and phosphates, enabling Potash Corp. to bill itself as the world's biggest fertilizer company by capacity.

Potash Corp. Bill Doyle said on a conference call Tuesday that the bid was made on Aug. 12, and the company decided to tell shareholders about the “aggressive attempt” to buy the company “for significantly less than its intrinsic value.”

To see a copy of the approach letter from BHP click here

Mr. Doyle noted that this value comes from three keys factors: there are only two major potash producers in the world, the industry has high barriers to entry, and there are no product substitutes.

Calling the company a “uniquely valuable asset,” Mr. Doyle said his company is in an “enviable position, and we have taken steps to become even stronger.”

He also pointed to Agrium Inc.’s $1.2-billion offer for Australian’s AWB Ltd. earlier this week as proof of the merger opportunities seen in the industry, which is coming out of a severe slump from the recession.

“We believe the timing of the BHP proposal is highly opportunistic and is an ill-disguised attempt to exploit an anomaly” in the company’s stock price, which Mr. Doyle says doesn’t reflect the company’s true value as potash prices continue to rise.

Moreover, he believes Potash Corp. is set to grow. “Following the global downturn we believe we are on the verge of an inflexion point.” Global potash consumption hit a near term low of 30 million tonnes in 2009, but the company expects that number to hit 50 million this year, with even more growth in 2011.

When asked on the conference call what it would take for them to talk to BHP, Mr. Doyle said: “We won’t speculate on a price. We are simply looking after the best interest of our shareholders.”

However, he added that Potash Corp. did not try to consult with BHP after receiving the offer because the bid price was so low that it “was not a constructive basis for negotiation.”

He also noted that any deal would have to include talks with legislators. “I really can’t speak to what the government might or might not do,” he said.

Mr. Doyle said he thinks the BHP’s decision to boost spending in its Jansen project in Saskatchewan has been a “smokescreen” to get to this point.

“We clearly saw through it and we think now our shareholders will see through it as well,” Mr. Doyle said. Earlier this year, BHP announced a $240-million investment in Jansen, its existing Saskatchewan potash project.

When asked why they disclosed the deal, Mr. Doyle said he thought it was critical to tell shareholders about BHP’s “aggressive attempt” to buy the company at what they think is much less than it’s worth.

Mr. Doyle also wanted shareholders to see how small the 16 per cent premium is relative to the giant payouts paid for other Canadian resources players, such as the Falconbridge Ltd. and Inco Ltd.

“I am not saying we are opposed to a sale, but I am saying we are opposed to a steal of the company,” Mr. Doyle said.

“BHP is attempting to transfer the value inherent in Potash Corp. to its shareholders at the expense of our own shareholders,” Mr. Doyle said.

“We believe that BHP intentionally launched its proposal just as the fertilizer industry is emerging from an unprecedented demand decline associated with the severe global downturn, in order to seize the value that Potash Corp. is poised to create.”
 

oil&gas

Well-known member
Apr 16, 2002
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Ghawar
POT shares up $27 this morning to $144 some $14 above the bid price.

If successful a huge Canadian icon will be swallowed by an even larger international mining juggernaut.

Coulda had POT for $90 a couple of months ago.

Ha ha ha.....that's the old hindsight for you.

With such a dismal bidding price of $135 per share the
chance that BHP's hostile takeover will succeed is at
best slim. My guess is the bid has to be sweetened to at
least the $185--$200 range for BHP to lure shareholders
of POT to tender their shares. So if only I can be assured
that BHP has that much money I would suggest POT as
the best stock to turn in a quick profit. In my view even
if a higher price is on the table POT may as well merge with
Agrium to fan off future takeover from foreign companies.

With a global food crisis on the horizon I see the possibility
of POT's share price rising to the $350--$500 range
in 3--5 years.
 

BottomsUp

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Aug 30, 2004
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Doyle has indicated that he's not averse to a takeover, but wants to squeeze out a higher price...and he likely will. BHP has the financial resources to handle the deal. There won't be any merger with Agrium. I'd say $160-$180 range will get the deal done. I'm holding till at least $160.
 

Rockslinger

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Apr 24, 2005
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I heard on the radio that BHP is anticipating an addirional 3 billion mouths to feed later this century. Hence, the need for more food.
 

hinz

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Nov 27, 2006
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Wait until one of the mainland Chinese SOE comes as a white night and offer Bill $200/share or more to have a friendly takeover. Would Bill take the offer, start to learn Mandarin and report to the Chinese?

Maybe on 2nd thought, he will change his mind and persuade the shareholders to accept "low bid" offer from BHP. :rolleyes:
 

oil&gas

Well-known member
Apr 16, 2002
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Ghawar
Potash screwed me up. I bought it at the highest price in 2008.
TSX is still more than 25% off its all time high from 2008 and potash
price has also gone down substantially since then. The depressed
stock price is really no fault of the company. With no takeover I am
confident that POT would return to and surpass its all time high
in 1--3 years. Unfortunately the insiders stand to gain from the takeover
and won't care about retail shareholders like you.
 

Clear History

New member
Mar 15, 2004
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I've some POT as well. If they do get taken out by BHP, I may have a close look at buying some of their stock with the proceeds.
 

rafterman

A sadder and a wiser man
Feb 15, 2004
3,424
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I've heard it reported that the Chinese, rumoured to be interested, are going to be putting a bid in. Be interesting to see if a bidding develops, specially for those POT shareholders who bought before the 2008 crash like one of the previous posters.
 

rafterman

A sadder and a wiser man
Feb 15, 2004
3,424
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Ha ha ha.....and the story comes full circle as Harpo decides he can't risk alienating his Saskatchewan support and 13 of 14 seats the Cons currently hold and accordingly he instructs his Industry Canada lackey Tony Clement to nix the deal.

Guess the news hit after the market close today so POT at $146 still reflects BHP bid and expectation of deal being sweetened.

Cons said BHP can modify the offer within thirty days and reapply but not sure what the Cons want. Think they are just trying to spin the optics that this isn't simply a craven political calculation and decision which it is. Both Iggy and Jack are saying this is what the Cons should have done all along.

Will be interesting to see where Potash stock price opens tomorrow.
 

oil&gas

Well-known member
Apr 16, 2002
12,309
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Ghawar
The Potash decision

Gordon Pape
Nov 01, 2010

The state has no place in the boardrooms of the nation. – With apologies
to Pierre Trudeau.

In 1967, Mr. Trudeau, who was minister of justice at the time, made clear
his aversion to government attempts to control what consenting adults
do behind closed doors during a debate over the decriminalization of
homosexuality when he said "the state has no place in the bedrooms of
the nation".

Ideologically, you'd think that our current prime minister would be
equally as opposed to the state dictating how directors should run their
businesses and who should own them. But whatever his personal convictions,
it appears they are about to be sacrificed on the alter of political
expediency. If the buzz out of Ottawa is correct, the government will
cave in to intense pressure from its Western Conservative brethren in
Saskatchewan and Alberta and block the hostile takeover bid from BHP
Billiton for Potash Corporation of Saskatchewan (TSX: NYSE: POT). Manitoba
and Quebec also oppose the sale.

The message that a rejection would send to potential foreign investors
in this country will be chilling. A Conservative government, supposedly a
friend to business and a strong supporter of free enterprise and economic
growth, will be widely castigated as unprincipled and unpredictable when
it comes to foreign capital inflows. The decision could have negative
implications for our long-term business and trade relations with the
United States, Australia, the European Community, and rising economic
powers such as India and China.

And to what end? There are no legitimate national security issues at
stake. We're talking about potash, not uranium. The would-be buyer is
based in Australia, not Iran. We're hearing a lot of noise about how
the resource belongs to the people of Saskatchewan. Indeed it does,
legally. All Potash Corp. owns is the right to extract it, and it pays
the provincial government a hefty royalty for the privilege. What are
we worried about? That BHP is going to cart off a 100-year supply of
the stuff to Australia? Come on! The potash resources will stay in this
country and will continue to be mined by Canadian workers.

When you strip away all the rhetoric, everything seems to boil down to
money. The Saskatchewan government has come to the conclusion that it will
lose billions of dollars in tax revenue if BHP succeeds. It's an argument
that carries little weight. Governments have it in their power to adjust
the taxation system any time they want. If Premier Brad Wall and his
cabinet don't like what the outlook, they can change the rules. Giving
BHP notice that they intend to do exactly that might make the company
back off without the necessity of federal government intervention.

I have no love for BHP Billiton. It has become a colossus in the mining
industry and throws its weight around accordingly. Its bid for Potash
Corp. has been mismanaged from the outset and is a public relations
disaster. The stingy, opportunistic offering price of $130 (U.S.) a share
was just the starting point. That has been followed by one gaffe after
another, including the cavalier comment that as soon as the takeover was
complete the company would opt out of its participation in Cantopex, the
consortium that controls the marketing and distribution of Saskatchewan's
potash and provides Canada with international clout in pricing decisions.

Then there was the incredibly patronizing tone of Andrew Mackenzie's
Guest Opinion column in Friday's Globe and Mail Report on Business. He's
the CEO of BHP Billiton's non-ferrous unit and the point man for the
takeover bid. In the first paragraph he tells us how he has "spent a
lot of time in Canada". He goes on: "I wouldn't be the first Scot to
have grown fond of Canada, and I have felt first-hand the many parallels
between my homeland, and Saskatchewan and Canada."

Does Mr. Mackenzie honestly think we're still at the "He likes us,
he really likes us!" stage? Or that we even care? Surely he, or more
likely his PR writer, can't be that naïve.

Not that any of this matters a hoot. All that seems to count is that
Brad Wall has decided that he doesn't like Mr. Mackenzie or the offer
he has brought to the table and that he has somehow won over Stephen
Harper to his position.

That didn't look like the outcome a few days ago when Mr. Harper commented
that Potash Corp. is already majority-owned by U.S. investors and that
CEO Bill Doyle spends most of his time in Chicago. An Australian company
wants to buy a U.S. company. So what, he seemed to be saying.

Now, thanks to Mr. Wall with support from fellow Conservative premier Ed
Stelmach of Alberta, this has morphed into national identity issue. It is
no such thing. It is hard ball politics, pure and simple, and Mr. Harper
appears to fear that if he allows the deal to go ahead, the Western
premiers will turn on him and cost him seats in next year's expected
federal election. Shades of Newfoundland's Danny Williams!

The plain truth is that the BHP bid will fail even if the feds keep
their hands off because the offered price is far too low. Events and the
markets have passed BHP by. Unless the company is prepared to dramatically
sweeten the offer – and it would probably take at least another $30 a
share to even tempt investors to tender – the bid will collapse. The
cost of upping the ante by that amount would be almost $9-billion,
which would bring the total price tag for the acquisition to about
$47.6-billion. BHP could afford it but Potash Corp. starts to look pricey
at that level and there's no guarantee investors would tender even at
$160. The third-quarter profit of $402.7-million (Canadian)($1.32 a share)
was up 60 per cent from a year ago and beat analysts' expectations by a
wide margin. The company expects to earn as much as $6 a share this year
and between $8 and $8.75 in 2011. We're starting to hear talk that the
shares could be back above $200 within 18 months, based on fundamentals.

In these circumstances, my view is that Ottawa should stand back and let
market forces play out. Investors aren't stupid. It's clear the BHP offer
is woefully inadequate and the price tag for pushing it to an acceptable
level may be too much for even this giant to swallow.

Let's avoid the stigma that would come from closing the door to a
multi-national corporation from a friendly country for no reason other
than internal politics. Your initial reaction was right, Mr. Harper. Stick
with it.
 

AJstar

New member
Oct 20, 2002
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If the benefits of Potash are so great for Canada, why don't the provincial +/ federal gov'ts buy the company ?
Conservative policies or not, if it's good business?
 

SkyRider

Banned
Mar 31, 2009
17,572
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We're starting to hear talk that the
shares could be back above $200 within 18 months, based on fundamentals.
Guessing future stock prices is a mug's game. (Remember that NORTEL was suppose to hit $200 as well.) If POT is worth more than $130, why has no other bidder come to the table?

Questions: If BHP walks, what is next for them? What is next for POT?
 

BottomsUp

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Aug 30, 2004
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There's little doubt there is no benefit to Canada if this deal went through. BHP had a plan to reduce taxes as well they would certainly repatriate pretax profits to reduce taxes paid in Canada. They also publicly declared they would opt out of the Canpotex consortium, again reducing taxes to Canada. I'm not a fan of gov't intervention, but this is a Canadian gem and I hope it stays that way.
 

hinz

New member
Nov 27, 2006
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If the benefits of Potash are so great for Canada, why don't the provincial +/ federal gov'ts buy the company ?
Conservative policies or not, if it's good business?
I believed Kevin O'Leary put Brad Wall on the spot in his show at CBC by asking the same question, like a week ago or so. Still searching for the exact full-episode video clip at CBC.

Needless to say Brad looks pissed and gets pretty defensive. Got to love Kevin once in a while to expose and make a mockery on the politicians hypocrisy.

BTW, I would not be surprised POT is going to drop near $100 once BHP throws the towel. That would be good time to cover the short.
 
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