Anglo-Australian miner BHP Billiton Ltd. is likely to ask Canadian regulators to strike down a 'poison pill' that Potash Corp. of Saskatchewan Inc. put in place to stave off BHP's $38.6 billion hostile bid, people familiar with the process said Tuesday.


知情人士周二称，必和必拓(BHP Billiton Ltd.)可能将请求加拿大监管机构取消Potash Corp. of Saskatchewan Inc.为阻止必和必拓386亿美元的恶意收购而部署的毒丸计划。



Potash Corp. implemented a shareholder-rights plan, which is supposed to last 90 days, after it rejected BHP's $130-a-share offer last week as inadequate. Under the antitakeover plan, known as a poison pill, existing Potash Corp. shareholders would have the right to buy discounted shares if any single shareholder took a 20% or greater stake in the Saskatoon, Saskatchewan, company, making a takeover prohibitively expensive.


在上周拒绝必和必拓每股130美元的收购提议后，Potash Corp.实施了一项预计将持续90天的股东权利计划。根据这项反收购计划，在单个股东获得该公司20%或更多股权的情况下，Potash Corp.现有股东有权购买经过折价的股权，这将使收购该公司的价格高到令人难以接受的程度。



Fertilizer maker Potash Corp. is using the poison pill as a way to halt BHP's advances while it seeks out other potential bidders.


Potash Corp.将使用上述毒丸计划阻止必和必拓的收购，同时寻找其他潜在竞购者。



But Canadian takeover rules treat poison pills more harshly than U.S. regulations. In Canada, regulators have long held the view that all shareholders should be treated equally. When BHP asks that the pill be struck down in the weeks ahead, it is likely to win the request, say Canadian lawyers. That means that Potash won't even have 90 days to find an alternative option.


不过，加拿大企业收购法规对待毒丸计划的态度要比美国严厉。加拿大监管机构长期认为所有股东都应获得平等对待。加拿大律师称，如果必和必拓在今后几周提出取消这项毒丸计划的请求，很有可能获得监管机构的准许。这意味着，Potash Corp.甚至将没有90天的时间来寻找其他方案。



'Essentially, poison pills are always struck down in Canada so it can't be used to stop a takeover,' said Randall Morck, director of the Canadian Corporate Governance Institute. 'The pill only buys you time so the best solution is to find another bidder,' he said.


Gina Chon / Anupreeta Das



BHP is likely to have an indication on whether its offer will clear regulatory scrutiny in about 45 days, people familiar with the process said. Once the mining giant knows it will likely receive regulatory approval, it will go before the Saskatchewan Securities Commission to ask the body to strike down Potash's pill, these people added.


Potash：已接到多家公司极其浓厚的收购意向 2010-08-24



If another buyer comes forward with a matching or topping bid, BHP would then have 35 days to assess that offer and decide if it wants to respond. If a white knight appeared for Potash Corp., BHP would also accelerate the time frame in which it would ask securities regulators to strike down Potash's poison pill, said people familiar with the process.


淡水河谷：有关收购Potash的传闻毫无根据 2010-08-24



Because the poison-pill duration could be short, Potash hasn't wasted any time in trying to find alternatives to BHP's bid. Chief Executive Bill Doyle has said in several interviews that the company isn't opposed to a sale, but will only agree to one at the right price. The company is also exploring joint ventures, stake sales and other options, including a buyer that could top BHP's offer.


中国投资者考虑竞购Potash 2010-08-24



A consortium led by Chinese private-equity fund Hopu Investment Management Co. is considering a possible bid for Potash, a person familiar with the situation said. The group includes investors from Canada, the U.S. and Asia, and includes at least two sovereign-wealth funds, the knowledgeable person said.


中粮集团董事长：目前对Potash没有兴趣 2010-08-24



Gina Chon / Anupreeta Das





本文涉及股票或公司





总部地点：澳大利亚(Australia)





上市地点：纽约证交所





股票代码：BHP





总部地点：加拿大(Canada)





上市地点：纽约证交所





股票代码：POT





总部地点：英国





上市地点：纽约证交所





股票代码：BBL





总部地点：澳大利亚(Australia)





上市地点：澳大利亚证券交易所





股票代码：BHP





总部地点：英国





上市地点：伦敦





股票代码：BLT





总部地点：加拿大(Canada)





上市地点：多伦多





股票代码：POT