The Work

August 17, 2010 12:54 PM

Four Firms Handling Another Billion-Dollar Fertilizer Bid

Posted by Brian Baxter

Update1, 8/18/10 at 9:00 a.m. The New York Times reports that BHP Billiton's bid for Potash has gone hostile. 12:48 p.m. The names of the Cleary Gottlieb and Blake Cassels partners advising BHP have been added to the sixth and seventh paragraphs of this story.

Update2, 8/19/10 at 10:00 a.m. Legal Week reports that Slaughter and May partners Andrew Balfour, Philip Snell, and Richard de Carle are advising BHP on English law aspects of its bid, while Allen & Overy partners Nick Clark, David Murray, Chris Robertson, and Elizabeth Leckie are advising Potash.

The fertilizing industry is proving to be, well, fertile ground for Am Law 100 firms guiding corporate clients through the legal machinations associated with hostile M&A.

Four firms are advising on BHP Billiton's $38.6 billion offer for the Potash Corporation of Saskatchewan, one of the world's largest producers of potash, a compound commonly found in fertilizer. With Potash promptly rejecting the BHP Billiton offer on Tuesday, the stage is set for yet another fertilizer takeover battle.

Jones Day M&A partners Robert Profusek in New York and Philip Stamatakos in Chicago are leading a team from the firm advising Potash. Other Jones Day lawyers involved in the effort include M&A partner Christopher Hewitt, corporate finance partner Edward "Ward" Winslow, and antitrust partners Michael Sennett and Tom Smith. (Profusek didn't immediately return a request for comment.)

Jones Day has previously represented Potash on the company's issuance of $1 billion in senior notes, antitrust litigation, aircraft purchases, and the development of nitrogen fertilizer complexes in the Middle East and North Africa.

William Braithwaite, a senior partner and former head of the corporate group at Canadian firm Stikeman Elliott in Toronto, is also advising Saskatoon-based Potash along with M&A partner John Ciardullo, antitrust partner Susan Hutton, and regulatory counsel Lawson Hunter. The firm has previously represented Potash on several matters, most of them transactional.

Potash's rejection of the BHP offer comes three days after the Australian mining giant made its unsolicited bid. Cleary Gottlieb Steen & Hamilton M&A partners Victor Lewkow, Jeffrey Lewis, and Neil Whoriskey, antitrust and regulatory partners Mark Leddy, Mark Nelson, and Paul Marquardt, and tax partner Leslie Samuels are advising Melbourne-based BHP on its pursuit of Potash. (Two years ago BHP turned to Skadden, Arps, Slate, Meagher & Flom and Slaughter and May for an ultimately unsuccessful merger with Australian mining operator Rio Tinto.)

David Jackson, a corporate partner and former chairman of Blake, Cassels & Graydon in Toronto, is serving as Canadian counsel to Potash along with M&A partner Jeffrey Lloyd, antitrust and foreign investment cochair Calvin Goldman, and competition partner Robert Kwinter.

The New York Times's Deal Professor writes that Canadian takeover rules will weigh heavily on any potential transaction. BHP's bid for Potash is based on a bet on the world's increasing demand for food, The Times reports.



Hostile Potash Bid Threatens Canada's Grip on Export Price
The Globe and Mail

Mining Deals Show M&A Funding Market is Open Again


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