CASES
Potash Corporation of Saskatchewan Inc.
Lead Plaintiff Deadline: Dec 6, 2010 + Deadline passed
Summary of Case:
A securities class action has been filed against Potash Corporation of Saskatchewan Inc. (POT) ("Potash" or the "Company") on behalf of all securities purchasers from August 17, 2010 through TBD. This case has been filed in the United States District Court for the Northern District of Illinois.
The complaint alleges that in early August 2010, BHP Billiton Development 2 (Canada) Limited, a wholly owned indirect subsidiary of BHP Billiton Plc (collectively, "BHP"), attempted to engage Potash's Board of Directors (the "Board") in discussions concerning a potential acquisition of Potash by BHP. On or about August 13, 2010, BHP sent the Board a written proposal to purchase Potash for US$130 per share in cash, a transaction valued at approximately US$38.6 billion. The Board refused to consider BHP's non-coercive, premium offer in good faith, and adopted a shareholders rights plan, also known as a poison pill (the "Poison Pill"). The Board adopted the Poison Pill to entrench incumbent directors and management of Potash and prevent BHP from acquiring the Company without the consent of the Board. The Poison Pill, if implemented, would significantly dilute Potash's equity and drive down the price of its shares. The ability of Potash shareholders to freely consider BHP's offer and any other takeover bid has been curtailed by the threat of implementing the Poison Pill. On August 20, 2010, BHP commenced the Tender Offer to purchase all of the outstanding common shares of Potash for US$130 per share. The Tender Offer is conditioned on the inapplicability and redemption of the Poison Pill.
According to the complaint, in an attempt to defeat shareholder support for the Tender Offer, the defendants, on August 23, 2010, issued a materially false and misleading Solicitation/Recommendation Statement on Schedule 14D-9. The 14D-9, which recommends that Potash shareholders reject the Tender Offer and not tender their shares, omits and/or misrepresents material information about, among other things, the Poison Pill and its purpose, analysis of the BHP offer price, analysis of Potash and strategic alternatives, the financial analysis by Potash's financial advisors and the standards used to conclude that the Tender Offer was "inadequate, from a financial point of view," and the Board's self-interested reasons for rebuffing BHP.
If you purchased this company's shares during the Class Period and suffered a loss or for further information about the case, please review the links below.