M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

A Member of the Law Professor Blogs Network

Sunday, November 14, 2010

BHP Walks

Not entirely surprising given the decision by the Canadian government not to approve the potential sale of Potash to BHP.  BHP could have come back within 30 days with an improved offer and tried to convince the government of its ability to generate a "net benefit" for Canada with its ownership of Potash.  But in the end BHP decided against taking that route - arguing that it had already gone a long way.  It issued the following statement:

The company had offered to commit to legally-binding undertakings that would have, among other things, increased employment, guaranteed investment and established the company’s global potash headquarters in Saskatoon, Saskatchewan.

The investment commitment included US$450 million on exploration and development over the next five years over and above commitments to spending on the Jansen project. An additional US$370 million would have been spent on infrastructure funds in Saskatchewan and New Brunswick. BHP Billiton would also have applied for a listing on the Toronto Stock Exchange.

In addition, BHP Billiton was prepared to make a unique commitment to forego tax benefits to which it was legally entitled and, as a condition of the Minister’s approval, BHP Billiton was prepared to remain a member of Canpotex for five years. Both of these undertakings were intended to allay any concerns the Province of Saskatchewan may have had regarding potential losses in revenues.

Further, to give the company an even stronger Canadian presence, BHP Billiton undertook to relocate to Saskatchewan and Vancouver over 200 additional jobs from outside Canada. BHP Billiton would have maintained operating employment at PotashCorp’s Canadian mines at current levels for five years and would have increased overall employment at the combined Canadian potash businesses by 15% over the same period.

In the end that wasn't enough.  The Investment Canada Act turns out to be a pretty potent takeover defense.  

-bjmq

 

http://lawprofessors.typepad.com/mergers/2010/11/bhp-walks.html

Cross-Border, Hostiles, Miscellaneous Regulatory Clearances | Permalink

TrackBack URL for this entry:

http://www.typepad.com/services/trackback/6a00d8341bfae553ef013488fb0718970c

Listed below are links to weblogs that reference BHP Walks:

Comments

nice article, good job:)

Posted by: szkolenia | Nov 23, 2010 10:36:25 PM

Post a comment