BHP, the world’s largest diversified natural resources company, has offered to purchase all outstanding common shares of fertilizer producer Potash Corporation of Saskatchewan Inc. at $130 in cash per share. The tender offer and circular is the first exhibit to the Schedule TO filed on August 20 (SEC file no. 005-44283).
The offer is conditioned on certain regulatory approvals, waiver or invalidation of the Potash poison pill (shareholders rights plan), and a sufficient number of shares being tendered by the expiration date that enables BHP to obtain control of the issuer. The offer is not subject to any financing condition.
On August 18, BHP entered into a new multicurrency term and revolving facility and subscription agreement with the original lenders to, among other things, meet the potential funding requirements in relation to the tender offer. The facility and subscription agreement is included as Exhibit (b)(i) to the Schedule TO.
The facility agreement is in a form commonly used for loans arranged in the international loan market. It contains representations and warranties, covenants and events of default, each with applicable qualifications or carve-outs. The covenants include requirements relating to the financial indebtedness of Potash Corp. and, among other matters, place certain restrictions on the ability of the BHP Billiton Group to dispose of its assets or incur financial indebtedness in BHP subsidiaries.
No comments:
Post a Comment