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Potash Corporation successfully defends historic $43.1 billion hostile takeover bid

January 2011

Client(s) Potash Corporation of Saskatchewan, Inc.

Following an arduous three-month battle, Jones Day's client, Potash Corporation of Saskatchewan, Inc., successfully repelled BHP Billiton's hostile $43.1 billion tender offer for all of PotashCorp's shares in November 2010. If consummated, the transaction, which was one of the largest hostile tender offers in history, would have been the largest Canadian acquisition ever.

During its pendency, the tender offer grabbed headlines around the world because of its enormous size, speculation about whether others, including state-owned enterprises, would mount competing bids, litigation in which PotashCorp claimed that BHP had violated the securities laws in connection with the tender offer, and the looming specter of a decision by the Canadian government on whether to approve the transaction under Canada's foreign investment laws. The tender offer involved complex and novel legal and business issues in several jurisdictions around the world.

PotashCorp relied upon the legal counsel of Jones Day and Canadian law firm Stikeman Elliott, and the investment banking advice of Goldman Sachs & Co., Merrill Lynch Canada Inc. and RBC Dominion Securities Inc.

Potash Corporation of Saskatchewan Inc. v. BHP Billiton Ltd., et al., Civil Action No. 1:10-cv-06024 (N.D. Ill.)

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