Robbins Geller Rudman & Dowd LLP Files Class Action Suit Against Potash Corporation of Saskatchewan Inc.
Robbins Geller Rudman & Dowd LLP ('Robbins Geller?) (http://www.rgrdlaw.com/cases/potash/)
today announced that a class action has been commenced in the United
States District Court for the Northern District of Illinois on behalf of
all persons who held shares of the common stock of Potash Corporation of
Saskatchewan Inc. ('Potash?) (NYSE:POT) on August 17, 2010, against
Potash and its Board of Directors for violations of Sections 14(d)(4)
and 14(e) of the Securities Exchange Act of 1934 and the Canada Business
Corporations Act in connection with the tender offer by BHP Billiton
Development 2 (Canada) Limited, a wholly-owned indirect subsidiary of
BHP Billiton Plc (collectively, 'BHP?), for Potash (the 'Tender Offer?).
If you wish to serve as lead plaintiff, you must move the Court no later
than 60 days from today. If you wish to discuss this action or have any
questions concerning this notice or your rights or interests, please
contact plaintiff′s counsel, Darren Robbins of Robbins Geller at
800/449-4900 or 619/231-1058, or via e-mail at djr@rgrdlaw.com.
If you are a member of this class, you can view a copy of the complaint
as filed or join this class action online at http://www.rgrdlaw.com/cases/potash/.
Any member of the putative class may move the Court to serve as lead
plaintiff through counsel of their choice, or may choose to do nothing
and remain an absent class member.
The complaint alleges that in early August 2010, 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 for US$130 per share in cash, a transaction
valued at approximately US$38.6 billion. The Board refused to consider
BHP′s non-coercive, premium offer in good faith, and adopted a
shareholders rights plan, also known as a poison pill (the 'Poison
Pill?). The Board adopted the Poison Pill to entrench incumbent
directors and management of Potash and prevent BHP from acquiring the
Company without the consent of the Board. The Poison Pill, if
implemented, would significantly dilute Potash′s equity and drive down
the price of its shares. The ability of Potash shareholders to freely
consider BHP′s offer and any other takeover bid has been curtailed by
the threat of implementing the Poison Pill. On August 20, 2010, BHP
commenced the Tender Offer to purchase all of the outstanding common
shares of Potash for US$130 per share. The Tender Offer is conditioned
on the inapplicability and redemption of the Poison Pill.
According to the complaint, in an attempt to defeat shareholder support
for the Tender Offer, the defendants, on August 23, 2010, issued a
materially false and misleading Solicitation/Recommendation Statement on
Schedule 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.
Plaintiff seeks to recover damages on behalf of all holders of Potash
common stock on August 17, 2010 (the 'Class?). The plaintiff is
represented by Robbins Geller, which has expertise in prosecuting
investor class actions and extensive experience in actions involving
financial fraud.
Robbins Geller, a 180-lawyer firm with offices in San Diego, San
Francisco, New York, Boca Raton, Washington, D.C., Philadelphia and
Atlanta, is active in major litigations pending in federal and state
courts throughout the United States and has taken a leading role in many
important actions on behalf of defrauded investors, consumers, and
companies, as well as victims of human rights violations. The Robbins
Geller Web site (http://www.rgrdlaw.com)
has more information about the firm.
Robbins Geller Rudman & Dowd LLP
Darren Robbins, 800-449-4900
or 619-231-1058
djr@rgrdlaw.com