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May 25, 2012

Canada lifts threshold for foreign takeover reviews

OTTAWA/TORONTO, May 25 (Reuters) – Canada will boost the threshold at which it will review proposed foreign takeovers of Canadian companies, the industry minister said on Friday, but he stopped short of fulfilling a government pledge to clarify the criteria for approving them.

Sharpening its focus on the biggest deals, the government will gradually raise the threshold for mandatory reviews to proposed acquisitions with at least C$1 billion in enterprise value. The current threshold is C$330 million ($320 million) in asset value.

“I think C$1 billion is a reasonable number,” said Thomas Caldwell, an outspoken investor who is chairman of Caldwell Financial. “We want to have some kind of number that doesn’t create an administrative nightmare.”

Industry Minister Christian Paradis said enterprise value -the price offered for the equity adjusted for the assumption of liabilities and cash assets – is a better measure of a deal’s worth than the book value alone.

“Enterprise value better reflects the value of a business as a going concern and the increasing importance of service and knowledge-based industries,” Paridis said in the statement.

Paradis said the Conservative government was following recommendations of a policy review panel that concluded in 2008 that the current way of reviewing proposed foreign investments needed to be changed.

PRESSURE AFTER POTASH

May 22, 2012

Canadian regulator charges Sino-Forest with fraud

TORONTO, May 22 (Reuters) – The Ontario Securities Commission charged Sino-Forest Corp and some of the Chinese forestry company’s former executives with fraud on Tuesday, nearly a year after the allegations surfaced and its stock imploded.

The OSC, Canada’s most powerful securities regulator, said Sino-Forest and former members of its overseas management engaged in numerous “deceitful and dishonest” actions connected with its purported purchase and sale of timber in China.

It also said some former company executives attempted to mislead its investigation into Sino-Forest, whose shares were delisted from the Toronto Stock Exchange earlier this month.

Sino was the most prominent of a series of North American-listed companies with Chinese operations whose accounting or disclosure practices came under suspicion over the past year. The scandals have hurt investor confidence and led to sharp declines in the equity valuations of many Chinese companies listed in the United States and Canada.

The OSC on Tuesday charged Sino-Forest’s founder, Allen Chan, along with former executives Albert Ip, Alfred Hung, George Ho and Simon Yeung, with fraud. It also said Sino’s former chief financial officer, David Horsley, failed to comply with Ontario securities law and acted contrary to the public interest.

Spokespersons for Sino and Allen Chan were not immediately available for comment. A lawyer representing Horsley declined to comment.

In its statement of allegations, the regulator said: “Sino-Forest falsified the evidence of ownership for the vast majority of its timber holdings by engaging in a deceitful documentation process.”

May 9, 2012

Agrium profit tops forecasts, driven by retail

TORONTO (Reuters) – Agrium Inc (AGU.TO: Quote, Profile, Research, Stock Buzz), a Canadian fertilizer producer and retailer, reported stronger-than-expected quarterly results on Wednesday, driven by a robust performance by its farm-supply stores and its nitrogen-based crop-nutrient business.

The company, North America’s biggest farm-products retailer, said early spring weather in Canada and the United States boosted sales of fertilizers, crop-protection products and seeds, resulting in a 35 percent increase at its retail stores.

It forecast a range for earnings for the first half of the year whose midpoint exceeds the current average forecast of analysts who cover the company.

The outlook was in contrast to a lackluster forecast issued by Potash Corp (POT.TO: Quote, Profile, Research, Stock Buzz), a larger fertilizer producer whose revenue depends more on demand for potash and phosphate-based nutrients.

“This goes to show that Agrium’s retail and nitrogen segments remain more stable during uncertain market conditions,” wrote Altacorp Capital analyst John Chu in a note to clients.

Even so, the shares dropped more than 2 percent as grain prices slipped ahead of a U.S. government crop report on Thursday, while operational issues in Argentina and Eygpt also weighed on the stock price. The stock ha s risen more than 20 percent this year despite a pullback in the sector this week.

While nitrogen-based fertilizers did well on the retail level, lower sales volumes for potash and phosphate-based nutrients held back Agrium’s wholesale business. In addition, an unplanned outage at its Carseland nitrogen plant in Alberta thinned production.

May 9, 2012

Strong retail demand boosts Agrium results

May 9 (Reuters) – Fertilizer producer and retailer Agrium Inc reported better-than-expected quarterly results on Wednesday, driven by a strong performance in its farm retail segment and strong sales of its nitrogen-based crop nutrient products.

Calgary, Alberta-based Agrium, North America’s biggest farm-products retailer, said early spring weather in Canada and the United States boosted sales of fertilizers, crop-protection products and seeds in the quarter, resulting in a 35 percent increase in sales in its retail business.

Results from its wholesale arm were weighed down by lower sales volumes of potash- and phosphate-based nutrients, but the segment benefited from higher realized prices and volumes for nitrogen-based fertilizers such as ammonia and urea.

“The benefits of Agrium’s strong global position across the agricultural value chain were evident once again this quarter,” Chief Executive Mike Wilson said. “Favorable weather has enabled growers to get a very early start on spring planting … We have seen strong movement of nutrients and other crop inputs.”

Excluding one-time items, the company forecast earnings per share of between $5.50 and $6.10 for the first half of 2012. The mid-point of that range is $5.80 a share, which is above the current Wall Street consensus of $5.67 a share for the period, according to Thomson Reuters I/B/E/S.

QUARTERLY RESULTS

Excluding a pretax loss on natural gas hedging and a pretax share-based payment expense, the company reported first-quarter earnings of $210 million, or $1.32 a share.

May 8, 2012

Pershing’s Ackman rules out compromise on CP Rail

TORONTO, May 8 (Reuters) – Activist investor William Ackman shut the door on Tuesday to a late compromise with Canadian Pacific Railway Ltd, and Canada’s second-largest railroad is now likely headed for an embarrassing defeat in a proxy vote next week.

Roughly one-third of CP shareholder votes have already been cast, and of those more than 95 percent are in favor of U.S. hedge fund Pershing’s slate of directors versus CP’s, said Ackman, whose Pershing Square Capital Management is CP’s largest shareholder.

With shareholder polls ranged against it, CP indicated last week that it was willing to negotiate a compromise with Pershing ahead of the vote at its annual shareholder meeting next Thursday, May 17, in Calgary.

But Ackman insisted on Tuesday that a shareholder vote is the best way to end the struggle over the shape of the CP board. “I think it actually needs to go to a vote,” he told the Bloomberg Canada Economic Summit in Toronto.

Asked if he would accept any type of compromise from CP at this stage, Ackman said: “No. The shareholders we talk to want the vote and the message delivered.”

Ackman’s aim is to replace CP Chief Executive Fred Green with Hunter Harrison, the hard-driving former CEO of Canadian National Railway. Pershing launched its slate of dissident directors – there are now seven, including Ackman - after the existing board backed Green.

Ackman said shareholders should also have a chance to decide which of CP’s 15 current directors should stay on the board.

May 8, 2012

Canada Competition Bureau studies OSC stance on TMX

TORONTO, May 8 (Reuters) – Canada’s Competition Bureau is studying the Ontario Securities Commission’s draft terms and conditions for approving Maple Group’s proposed takeover of Toronto Stock Exchange-operator TMX Group, the head of the bureau said on Tuesday.

Competition Bureau Commissioner Melanie Aitken said the commission will issue its own views on the proposed deal after the OSC publishes its final terms and conditions.

Speaking at the Bloomberg Canada Economic Summit in Toronto, Aitken said the commission was working intensely alongside the OSC, which is Canada’s main securities regulator.

“That’s really the responsible thing to do. They have an expertise that we don’t, and we have a contribution to make from the perspective of what competitive consequences those transactions might have if they go ahead,” she said.

“We are talking to the market about their reaction to the elements contained in the draft orders, all with the view of evaluating what we are charged with; evaluating whether, at the end of the day, there is a substantial lessening of competition in any of the markets affected,” she added.

Maple Group, a consortium of 13 Canadian financial institutions, unveiled its C$3.8 billion ($3.8 billion) offer for TMX Group last year.

The publication of the OSC’s draft orders last week was seen as moving the consortium a step closer to completing what has been a long and complicated takeover process.

May 3, 2012

RIM shares crumble as demo devices fail to inspire

TORONTO, May 3 (Reuters) – Shares of Blackberry maker Research in Motion dipped to an 8-year low on Thursday, after this week’s demo of its make-or-break new operating system failed to inspire investors and tech gurus.

Research In Motion Ltd (RIM.TO: Quote, Profile, Research) gave developers and analysts a glimpse of its next-generation BlackBerry 10 smartphone at its annual BlackBerry World showcase. Most agree that the software looks decent, but analysts doubt that the product will be able to reverse RIM’s fall from grace. [ID:nL1E8G2BBM]

The Canadian company is counting on the BlackBerry 10 platform to win back eroding market share as consumers and professional customers flock to flashier devices made by Apple Inc (AAPL.O: Quote, Profile, Research) or powered by Google Inc’s (GOOG.O: Quote, Profile, Research) Android.

“While we believe RIM is making some progress, we are unsure if BB10 will be enough to slow down strong iPhone and Android momentum,” Sterne Agee analyst Shaw Wu said in a note to clients.

RIM’s stock, down more than 70 percent in the last 12 months, fell 15 percent this week alone, even as the company attempted to win over analysts, developers and investors at its event in Orlando, Florida.

The stock fell to levels unseen since 2003-2004 on Thursday. After dipping as low as $11.92 earlier in the day, RIM closed at $12.04 on the Nasdaq. Its Toronto-listed shares, which fell as low as C$11.77, closed at C$11.91.

“We don’t see any scenario where BB10 can compete meaningfully against the three major smartphone operating systems: iOS, Android, and Windows Phone,” said Wedge Partners analyst Brian Blair in a note to clients.

May 3, 2012

Ackman’s CP Rail slate endorsed by advisory firm

TORONTO/BOSTON, May 3 (Reuters) – An influential advisory firm on Thursday endorsed Pershing Square Capital Management’s entire slate of seven nominees to Canadian Pacific Railway Ltd’s board in a major boost to the hedge fund’s drive to oust the rail company’s CEO.

In its report, Institutional Shareholder Services Inc backed the contention by Pershing Square, led by activist investor William Ackman, that CP Rail’s lackluster performance in recent years reflected poorly on its incumbent board and management.

Pershing, CP’s largest shareholder with a 14.1 percent stake, wants CP Chief Executive Fred Green to be replaced by Hunter Harrison, the former head of Canadian National Railway .

“The dissidents have demonstrated a compelling case that poor board oversight has allowed the company’s performance to drift further and further below both its peers and its potential over at least half a decade. It seems clear that change on the board is needed,” ISS said in its report.

Shareholders are set to vote on the rival slates at CP’s annual meeting on May 17.

ISS recommends that shareholders withhold their support for Green and CP Rail Chairman John Cleghorn, saying they have failed to provide effective leadership and accountability to shareholders.

CP Rail said in a statement that it believes that ISS has “reached the wrong conclusion.”

May 3, 2012

Maple agrees to OSC terms on TMX takeover

TORONTO, May 3 (Reuters) – Maple Group said on Thursday it would accept a regulator’s conditions on its C$3.8 billion ($3.84 billion) bid for TMX Group, likely paving the way for the elusive takeover of the operator of the Toronto Stock Exchange to go ahead.

The consortium of Canada’s largest banks, insurers and pension plans said that if the terms from the Ontario Securities Commission survive a 30-day comment period, it would accept them, allowing Maple to win control of the Toronto exchange in a deal that will give it some 85 percent of Canadian stock trades.

“We believe that the orders published today set out a balanced framework that ensures strong regulatory oversight and accountability following the Maple transaction,” TMX CEO Tom Kloet said in a joint statement with Maple.

In a 164-page document, the OSC made clear it was concerned about the transparency of the new exchange and was seeking controls on governance, including restrictions on the make-up of the board of directors and limits on ownership to ensure the new stock exchange operator acts in the public interest.

“The Commission has thoroughly reviewed the regulatory issues raised by Maple’s proposal and developed measures necessary to ensure that the public interest is protected,” OSC chair Howard Wetston said in a statement.

“Public consultation has been a fundamental part of our review process and we will carefully consider the further input we receive on these orders when making our final determination.”

The Canadian Competition Bureau, an independent federal law-enforcement agency, said the OSC’s draft rules might “substantially” mitigate its competition concerns on the Maple bid and it would now seek industry reaction to the OSC terms.

May 2, 2012

Arbitrators appointed for Air Canada labor disputes

TORONTO, May 2 (Reuters) – The Canadian government said on Wednesday it has appointed two arbitrators in a bid to resolve drawn-out labor contract disputes between Air Canada and its pilots and machinists unions.

The country’s No. 1 airline has seen its profits hurt over the past year by rising fuel costs and a steady stream of feuds with its unions. Its shares, which have fallen nearly 60 percent in the last 12 months, closed on Wednesday at 96 Canadian cents a share on the Toronto Stock Exchange.

Air Canada was able to avoid major strikes by the pilots’ and machinists’ unions earlier this year after the government passed a law that prevented the two unions from striking and Air Canada from locking union members out. The legislation also sent the contract disputes to binding arbitration.

Despite the legislation, Air Canada’s operations have been hurt over the last two months by wildcat strikes involving the members of both unions. The short-lived strikes have caused many flight cancellations and chaos at airports across the country.

Both unions have challenged the law as unconstitutional, but have agreed to participate in the binding arbitration process.

The government has appointed Douglas Stanley as arbitrator in the dispute between Air Canada and the Air Canada Pilots Association (ACPA). It named Michel Picher as arbitrator to help resolve the dispute between Air Canada and the International Association of Machinists and Aerospace Workers (IAMAW).

IAMAW, which represents 8,600 mechanics, baggage handlers and cargo agents, is the airline’s largest union. Its contract with the airline expired on March 31, 2011 and a tentative deal was rejected by workers in February this year.

    • About Euan

      "Euan Rocha covers mining and minerals in Canada, where he focuses on gold, base metals and fertilizer companies. Euan, who is currently based in Toronto, has previously worked with Reuters in the United States and India. While based in New York for four years, Euan headed the Reuters Alerts team, before moving on to cover the U.S. chemical industry. Euan began his career with Reuters in Bangalore, India in 2004."
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