* BHP requests U.S. Court to dismiss Potash Corp suit
* Says suit fails to identify any misleading statements
(Adds details from court filings. All figures in U.S.
By Euan Rocha
TORONTO, Oct 1 BHP Billiton (BHP.AX)(BLT.L) on
Friday requested a U.S. court to dismiss a lawsuit filed by
Potash Corp (POT.TO), which alleges that BHP misrepresented
material facts related to its $39 billion hostile bid for the
world's largest fertilizer maker.
Last month, Potash Corp filed a lawsuit against BHP, which
seeks a preliminary injunction to block BHP from moving ahead
with its proposed bid. Saskatoon, Saskatchewan-based Potash
Corp in August flatly rejected BHP's $130 a share offer as
BHP argues that the Potash Corp lawsuit fails to identify
any misleading statement or material omission on the part of
"PCS's (Potash Corp's) complaint offers only implausible,
uncorroborated and largely irrelevant speculation, drawn from
material in the public record, which shareholders are equally
able to review in order to draw their own conclusions," BHP
said in a court filing.
The Anglo-Australian miner intends to present its case
before a judge in the U.S. District Court in Chicago, on Oct.
For more stories on BHP/Potash: [ID:nN22340110]
potash market overview: [id:nsge67j088]
Factbox on Potash Corp, BHP Billiton: [ID:nN17274108]
BHP argues that in hostile takeovers, the target company's
board has every right to dispute relevant, or not so relevant
facts with its suitor, but the final decision should be in the
hands of the shareholders.
"Once both sides' positions are in the public domain, it is
up to the shareholders, rather than the Court, to resolve the
dispute," said BHP.
Potash Corp's suit claims that BHP sought to drive down the
Canadian company's perceived value by trumpeting its own plans
to enter the potash business.
That way, the suit argues, BHP could eventually make a bid
for Potash Corp at a low enough price to avoid triggering a BHP
Under British law, a shareholder vote is required if a
company attempts a takeover that exceeds 25 percent of its own
At $39 billion, or $130 a share, BHP's current offer allows
it to avoid a vote that could scupper a deal.
"That BHP Billiton would invest approximately one billion
dollars over a period of years to develop its own potash
business in an elaborate ruse to depress the value of PCS's
stock defies common sense," said BHP in response to Potash
Before bidding for Potash Corp, BHP was focused on building
the huge Jansen potash project in Saskatchewan. Slated to begin
production around 2015, Jansen has the potential to rank as the
world's largest potash mine.
BHP has stated that it plans to continue to develop Jansen,
whether, or not it succeeds in its attempt to acquire Potash
Potash Corp has asked the court to resolve the litigation
before the Nov. 18 deadline on BHP's bid. Earlier this week,
Judge David Coar ruled that he would allow the discovery
process of the lawsuit to proceed.
As part of the discovery process, Potash Corp have asked
that BHP produce a long list of documents that include BHP's
statements regarding investments in the potash industry and the
minutes of BHP's board meetings that relate to the potash
sector. BHP was also asked to provide any documents on its
plans to develop its Jansen potash project in Saskatchewan.
The company has also requested that some of BHP's top
executives present depositions in relation to the matter.
Judge Coar has said that the court would conduct a hearing
on Potash Corp's request for a preliminary injunction to block
BHP from proceeding with its tender offer on Nov. 4, ahead of
the deadline on BHP's bid.
($1= $1.02 Canadian)
(Reporting by Euan Rocha; Editing by Jonathan Thatcher)