DealZone

from Breakingviews:

Canada may have shot itself in the foot on Potash

Canada may have just shot itself in the foot. The Ottawa government said BHP's $39 billion takeover bid for Potash Corp provided no net benefit to the nation. There's some basis for this in the specific instance. But what the decision fails to reflect is the long-term damage such a politicized rejection does to Canada's ability to attract capital.

While BHP still has 30 days to plead its case, the decision by the conservative government of Stephen Harper will be regarded as a major victory in Saskatchewan. The provincial government opposed the takeover of Potash, an asset that it used to own. It clearly marshaled some persuasive arguments for its resistance, though Minister of Industry Tony Clement said he was prohibited from sharing them.

However, the province had earlier estimated the takeover could reduce tax revenue by C$3 billion over a decade. Two-thirds of the hit would arise if BHP used tax credits from developing its own potash assets to shelter its target's income. The rest would be the result of piling acquisition debt onto its target.

BHP had said it was willing to ensure there was no tax impact. Of course, many companies that have made promises under the Investment Canada Act's requirement that takeovers create a benefit for the nation have failed to live up to their pledges.

But that highlights a flaw in the law's enforcement which can and perhaps ought to be fixed regardless of the merits of BHP's case. It, however, should not be the basis for rejecting a deal that created no obvious threat to competition or consumers.

from Breakingviews:

Blocking BHP’s Potash bid could damage Canada

Blocking BHP's move on Potash Corp could be damaging for Canada. The government will decide by Wednesday whether to allow the $39 billion deal to proceed. A BHP takeover might squeeze the tax the fertilizer giant pays its home province. But those costs are outweighed by the discount that the country's companies would suffer if Canada was deemed to have turned protectionist.

Under the Investment Canada Act's broad remit, foreign investments must be a net benefit to the country. The government must weigh factors like the impact on jobs, competition, productivity, the ongoing participation of Canadians in the business, and the country's ability to compete in world markets.

In BHP's case, there is no impact on competition. While the Anglo-Australian miner plans to run the business differently if it takes control, its proposals are not that radical. Even if Potash Corp remained independent, a different management team could follow a similar path to BHP.

Deals wrap: Viewing Potash through the media

Rocanville Potash Corp underground production supervisor Dave Esslinger displays a sample of potash 3280 feet below surface at the potash mine in Saskatchewan September 30, 2010. REUTERS/David StobbeReuters blogger Felix Salmon looks at how the media covered a report of the effects of a takeover of Potash Corp. Felix finds the coverage often differed from the actual report. *View blog *View Reuters article

“The biggest merger in Australian business history is dead. The board of Rio Tinto is preparing to abandon a $120 billion iron ore deal with the rival mining giant BHP Billiton in the Pilbara,” reports The Sydney Morning Herald *View article

Doing the math on the AIG bailout and repayment isn’t all that hard, reports Andrew Ross Sorkin from the NYT. *View article

Deals wrap: Avis ups the ante in bidding war

Car rental company Avis has agreed to pay a $20-million break-up fee in its offer for Dollar Thrifty if rival Hertz walks away from its own takeover bid. Dollar Thrifty shareholders were due to vote on the Hertz offer on Thursday in Chicago, but announced they have delayed that vote, citing additional voting activity. *View article*

Hertz and Avis have been going back-and-forth in their bid to wrest control of Dollar Thrifty since Hertz initially announced its takeover bid last April. Hertz and Dollar Thrifty agreed to a sweetened deal earlier this month, currently worth about $50.95 a share or roughly $1.5 billion. The Wall Street Journal said the Avis deal isn’t likely to help Dollar Thrifty shareholders that much, as Avis’s additional $20 million break-up fee was just “45 percent of the $44.6 million break-up fee that would be due to Hertz immediately upon signing an Avis deal.” *View WSJ blog*

China’s Sinochem is working feverishly to put together a rival bid for Potash Corp to counter BHP Billiton’s $39-billion hostile takeover offer, sources told Reuters. Although BHP’s bid deadline isn’t until November 18, “sources close to the firm” told Reuters a decision could come soon. *View article*

from Breakingviews:

Potash CEO’s big payday won’t decide the deal

Half a billion dollars is normally sufficient to sway the minds of mortals. But in the case of Potash Corp's potential sale to BHP Billiton, don't expect such a big payday to decide the outcome of the deal. The fertilizer miner's boss Bill Doyle has sat on larger sums before and held tight. With his golden parachute less than 6 percent of the payoff, he has no obvious incentive to shortchange shareholders with a quick flip of the company.

True, even if Potash shareholders go for the BHP deal on offer Doyle would become one of the top corporate earners of the past decade in North America. And it's hard to imagine that so lucrative a package of stock options as Potash doled out to Doyle was entirely necessary to motivate him over the years.

Still, it is difficult to build up much moral outrage when a $100 investment in the firm when he took over in July 1999 would now be worth $1,746. Not only has the stock soared above Canada's TSX 60 index, it has also dwarfed returns for rivals Mosaic and Agrium.

from Breakingviews:

BHP shows it doesn’t need Potash Corp

BHP Billiton has shown it doesn't need to buy Canada's Potash Corp. The Anglo-Australian miner's impressive annual results are a reminder of the financial firepower behind its $39 billion hostile bid for the world's largest fertiliser group. But they also show that BHP is not broken -- and that chief executive Marius Kloppers does not need to bet a strong balance sheet on further diversification.

The miner can clearly afford to pay more than the $130 per share offer that it has taken directly to Potash's shareholders. BHP generated EBITDA of $24.5 billion in the year to June 30, up 10 percent, driven by record production in oil and iron ore. At the end of the financial year, gearing stood at just 6 percent.

Still, BHP has yet to make a compelling strategic case for buying Potash. The miner is already sufficiently diversified by customer, commodity and geography to have delivered its sixth consecutive year of 40 percent plus operating margins despite the global financial crisis. The offer for Potash, if successful, would deprive BHP investors of a significant potential cash return.

Noted: Why BHP won’t revisit Rio

The year-long ban BHP Billiton has had on revisiting a takeover of rival miner Rio Tinto will soon end, but it seems as if the moment has passed. Liberum and Investec said earlier this week that most of the synergies were captured anyway by the duo’s iron-ore joint venture.  If regulators nix that deal, analysts say a full takeover could be back on — but how that would pass muster if a JV doesn’t is not clear. On Friday, Credit Suisse joined the chorus of disapproval, saying a takeover would cut BHP’s return on equity (ROE) in half. From the CS note:

“We have re-run the numbers on an all scrip BHP Billiton takeover of Rio Tinto at a 30% premium (2.3 BHP shares for each RIO share). We see such a deal as materially EPS dilutive (by 12% even after year 3) and would significantly decrease BHP’s return on equity (from 25% to 12%).

“We do not see BHP making another takeover offer for RIO because: (i) The iron ore JV should capture many of the synergy benefits expected from the possible merger. (ii) If the iron ore JV fails on account of not passing regulatory hurdles similarly then we do not see a takeover receiving regulatory passage. (iii) We do not foresee shareholder support for the deal (and any such deal would use BHP script) with the potential EPS dilution and ROE erosion significant. (iv) Non-availability of sufficient credit facilities.

Busy signals

vodafone1.jpgYou can’t tell the telecom mergers without a scorecard: France Telecom proposed a $41 billion bid for TeliaSonera to create the world’s third-largest broadband operator and fourth-biggest mobile company, but the Nordic company rejected the offer. Britain’s Vodafone said its U.S.-based Verizon Wireless venture with Verizon is in advanced talks to buy U.S. rural mobile service provider Alltel, potentially making it the top U.S. wireless carrier ahead of AT&T. Deutsche Telekom clinched a deal last month with the Greek government that gives it a 25 percent stake in operator OTE, and India’s Reliance Communications and South Africa’s MTN are also close to a tie-up. What is the deal? “In the current context of consolidation, it appears unavoidable to have critical mass,” said France Telecom Chief Executive Didier Lombard.

Verizon’s move in particular was a surprise as it came only seven months after Alltel was loaded up with debt in a private-equity takeover by TPG Capital and Goldman Sachs’ GS Capital Partners. The deal would value Alltel at eight times its earnings before interest, tax, depreciation and amortization, compared with its November sale to private equity firms for about nine times EBITDA, the source said. While TPG and Goldman don’t appear to have made much money, it doesn’t seem they’ve lost much either. It’s hard to imagine they planned to flip it after 6 months, but perhaps for private equity these days, getting out free is good enough.

BHP Billiton, the world’s top miner, said it sees no need to sell assets to win regulatory approval for its $170 billion proposed takeover of rival Rio Tinto, but did not rule out that it might have to. Chief Executive Marius Kloppers also said his company had not held talks with any Chinese entity about buying a stake in BHP. If it had, he added, it would have had to disclose the discussions to the market. BHP will send its takeover offer to Rio shareholders only after it has been cleared by anti-trust regulators in Europe, Australia, the United States, Canada and South Africa, expected later this year. It filed its application to the European Commission, which it considers one of the three key regulators on the bid, on May 30. The EC will say by July 4 whether it will approve the deal, open an in-depth investigation, or permit a short extension.

Waiver waivered

kerkorian.jpgFord got a boost from billionaire investor Kerk Kerkorian’s Tracinda, which waived a condition requiring it to bail on its tender offer for Ford shares at $8.50 if the stock fell by 10 percent or more from the close of trade on May 8th, when the stock was at $8.20 per share. It closed at $6.71 on Thursday, but was up about 2 and a half percent before the market opened Friday. Tracinda said it “continues to believe in Ford’s management and turnaround efforts and remains committed to its offer,” which expires at on June 9. Tracinda already has 100 million shares of Ford, and if it shied away from the tender offer, the value of its existing investment would suffer. That’s not to say it doesn’t believe in management, but the ring of the endorsement is perhaps a little less pure.

BHP Billiton‘s $180 billion bid for Rio Tinto appears to be yet another firmly inconclusive step closer to reality. The world’s biggest miner, in hot pursuit of unwilling Rio since last fall, has formally filed with the European Commission for takeover clearance. The European Union’s executive arm and antitrust regulator has set a deadline for consideration of July 4. By then, it must approve, extend (briefly) or launch an investigation into the merger bid. Rio spurned BHP’s all-share offer shortly after BHP was required to put up or shut up by British regulators on Feb. 6. The filing was delayed for months during pre-filing talks with the European Commission. Analysts say the most contentious area is likely to be iron ore, since the combined firm would control around a third of seaborne trade in the raw material for making steel.

Casino and racetrack operator Penn National said it was unlikely to receive necessary regulatory approvals before an upcoming merger deadline for its acquisition by a group led by Fortress Investment. Fortress and Centerbridge Partners agreed in June 2007 to buy Penn National for $67 a share, or $6.1 billion. In March, the company said the per share amount will be increased by $0.0149 per day if the buyout is not completed by June 15. Penn said approvals for the merger remain pending before a number of state regulatory authorities. Gambling and racing activities are individually controlled by states, so the company needs the green light from each state it operates in.