Potash Corporation of Saskatchewan Inc. ("Potash" or the Company) is a Canadian company that produces fertilizers such as potash, phosphate, and nitrogen for the agricultural market.
According to the Complaint filed October 06, 2010, in early August 2010, BHP Billiton Development 2 (Canada) Limited, a wholly-owned indirect subsidiary of BHP Billiton Plc (collectively, "BHP"), attempted to engage the Potash Board in discussions concerning a potential acquisition of Potash by BHP. On or about August 13, 2010, BHP sent the Board a written proposal to purchase Potash, a transaction valued at approximately US$38.6 billion.
In an attempt to defeat shareholder support for the Tender Offer, the Individual Defendants and Potash, on August 23, 2010, issued a materially false and misleading Solicitation/Recommendation Statement on Schedule 14D-9 (the "14D-9"). The 14D-9, which recommends that Potash shareholders reject the Tender Offer and not tender their shares, omits and/or misrepresents material information about, among other things, the Poison Pill and its purpose, analysis of the BHP offer price, analysis of Potash and strategic alternatives, the financial analysis by Potash's financial advisors and the standards used to conclude that the Tender Offer was "inadequate, from a financial point of view," and the Board's self-interested reasons for rebuffing BHP.
According to the Company's Form 10-K for the fiscal year ended December 31, 2010, on October 6 and 13, 2010, named Plaintiffs filed substantially similar purported class action Complaints in the United States District Court for the Northern District of Illinois, on behalf of themselves and all other shareholders of the Company against the Company and each of its directors. The Complaints alleged, among other things, that the Company Defendants violated Sections 14(d)(4) and 14(e) of the Securities Exchange Act of 1934 and Section 241 of the Canada Business Corporations Act. Pursuant to notices filed in the District Court on November 19, 2010, named Plaintiffs voluntarily dismissed both lawsuits. On November 23, 2010, the District Court entered Orders dismissing both cases.
