BHP Billiton (NYSE:BHP) issued the following statement commenting on the lawsuit filed by Potash Corporation of Saskatchewan Inc. in connection with BHP Billiton�s offer to acquire all of the issued and outstanding common shares of PotashCorp, together with any associated rights issued and outstanding under the PotashCorp Shareholder Rights Plan, at a price of US$130 in cash per PotashCorp common share:
�We believe this lawsuit is entirely without merit and we will contest it vigorously. While PotashCorp�s actions seek to deprive its shareholders of a fully financed all-cash offer, we do not believe this lawsuit will interfere with or delay our Offer. We strongly believe that PotashCorp�s shareholders should have the opportunity to decide on the merits of our Offer.�
The Offer is being made by the Offeror, an indirect wholly-owned subsidiary of BHP Billiton Plc. This document is for information purposes only and does not constitute or form part of any offer to purchase or any solicitation of any offer to sell PotashCorp�s common shares. The Offer (as the same may be varied or extended in accordance with applicable law) is being made exclusively by means of, and subject to the terms and conditions set out in, the offer and the circular, the letter of transmittal, the notice of guaranteed delivery and other related offer materials (the �Offer Materials�).
While the Offer is being made to all holders of PotashCorp common shares, the Offer is not being made or directed to, nor will deposits of PotashCorp common shares be accepted from or on behalf of, holders of PotashCorp common shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer in any such jurisdiction.
The PotashCorp (NYSE:POT) Board of Directors is unanimous in its belief that the BHP Billiton offer substantially undervalues PotashCorp and fails to reflect both the value of our premier position in a strategically vital industry and our unparalleled future growth prospects.
PotashCorp notes that the Canadian Competition Bureau has exercised its right to issue a Supplementary Information Request (�SIR�) (known as a �second request� under U.S. competition review) to BHP Billiton requesting additional information relevant to its review of BHP Billiton�s unsolicited offer for PotashCorp. PotashCorp reminds its shareholders that its Board of Directors recommends that shareholders reject BHP Billiton�s US$130 per share unsolicited offer and not tender their shares into the offer. The PotashCorp Board believes that the offer is wholly inadequate and is not in the best interests of the Company, its shareholders or other stakeholders.
To allow time for completion of the regulatory review of the transaction, BHP Billiton has extended the expiry date of its offer until 11:59 p.m. (Eastern Time) on November 18, 2010.
BHP Billiton�s deadline extension does nothing to change the underlying facts.
PotashCorp believes that the attempted takeover offer is built upon “false and misleading statements and omissions as well as manipulation of the perceived value of PotashCorp’s shares.”
PotashCorp has filed for an injunction against the takeover by BHP Billiton.
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