Canada lets slip one reason for blocking BHP bid

OTTAWA/TORONTO (Reuters) - Canada's farm minister offered one reason that Canada blocked the proposed takeover of Potash Corp on Thursday, but markets will have to wait a month for all the details to emerge.

Farm Minister Gerry Ritz, in comments his office later said were just speculation, argued that letting BHP Billiton buy the fertilizer giant would have offered Australia's farm sector too much of an advantage.

"Having someone different mine (potash) certainly does make a difference in that Australia is a major marketer of a lot of the same foodstuffs that Canada is. We're a volume producer -- so are they," Ritz told Parliament.

"And for them to be able to go to the Indias and Chinas of the world and say 'We now control your fertilizer too' I think would have had a very detrimental effect. And I know the ministry of industry took all of that under advisement and it helped ... formulate the decision."

Potash Corp is the world's biggest producer of its namesake chemical, an essential crop nutrient. Analysts said the company was now set to go it alone as a stand-alone company, just as it was before BHP launched its hostile bid in August.

"I'm happy it's a stand-alone company. That's what I want," said Barry Schwartz of Baskin Financial, which owns about 35,000 Potash Corp shares. "At the end of the day, we will be able to control the price of potash and supply to China. Shareholders will be the real winners here.

Potash Corp stock fell just 2.4 percent on Thursday, the first trading day after the Canadian announcement. It closed at $141.97 a share, still above BHP's offer price of $130-a-share, and analysts say fundamentals for the company are strong.

Desjardins Securities raised its Potash Corp to buy from hold, and set a price target of C$175.

Potash had dismissed the BHP offer as too low, and said it would find a white knight. It has sued BHP to stymie a takeover, a case that played out in a packed Chicago courtroom on Thursday.

BHP STILL BIDDING

BHP told the judge that its tender offer is still going forward. "We are now going to continue to work to see if we can persuade the Canadian government to approve this transaction," a lawyer for the Anglo-Australian miner told the court.

But BHP also asked Saskatchewan's securities watchdog to adjourn indefinitely a November 8-9 hearing on Potash Corp's shareholder rights plan.

The hearing was to examine BHP's application to strike down Potash Corp's rights plan, a key defense in the fertilizer company's attempts to fend-off its unsolicited suitor.

The decision whether to approve the offer had been a thorny one for Canada's minority Conservative government, which needed to balance a desire to prove Canada's investment friendly credentials with political realities, including massive opposition to a takeover from its Western Canadian heartland.

Fund managers and analysts said the fallout will affect just a few major companies, and Canada remains mostly "open for business".

"It will discourage foreign companies taking a run at ... large strategic assets, of which I think there's only a handful," said Gary Baker, leader of the research team covering Canadian equities at Connor, Clark & Lunn Investment Management in Vancouver.

"It would make it hard for someone to take over Suncor ... but I think the government's been fairly open," he added, referring to Canada's biggest energy company. "There's been a lot of transactions, including the Chinese, coming into Canada buying smaller metals, oil and gas companies."

NOT VENEZUELA

Since Canada began reviewing foreign acquisitions of Canadian companies under a 1985 law, it has approved more than 1,600 and rejected just two, including the offer for Potash.

Industry Minister Tony Clement said he was sure he had made the right decision.

Clement said he cannot officially explain why he blocked the move until early next month, the deadline for BHP to submit another bid. He dismissed the idea that his decision meant Canada was closing up to foreign investment.

"You can't say we've become Venezuela because of one decision," he told Reuters. "What investors want is certainty. They want to know what the rules of the game are."

Canada now seems set to review the Investment Canada Act, which lays down conditions under which takeovers can be allowed.

(Additional reporting by Eric Johnson, Jeffrey Hodgson and Rod Nickel; editing by Janet Guttsman)