Douglas Bryce admits he was surprised last October when Toronto-based gold giant Barrick Gold Corp. launched a hostile bid for his client, Placer Dome Inc. Not that Barrick’s interest in rival gold mining company Placer Dome was any secret. Placer Dome’s management had rebuffed friendly overtures from Barrick several times over the years. But Placer Dome — and Bryce — weren’t expecting Barrick to go hostile. “I think it’s fair to say that Barrick successfully managed the process in such a way that it did come as a genuine surprise, the timing of it, to Placer,” says Bryce, a partner in the Toronto office of Osler, Hoskin & Harcourt.
Quite a few companies in Canada and their lawyers have gotten similar surprises recently. Since mid-2005, there have been a slew of hostile bids for and by Canadian companies. Among the most notable hostile takeovers and takeover attempts: North Carolina financier Jerry Zucker’s successful $979 million bid for department-store icon Hudson’s Bay Co. (HBC); Calgary-based Agrium Inc.’s $390 million acquisition of the income-deposit securities of Norfolk, Va.’s Royster-Clark Ltd.; Arcelor SA’s $3.75 billion offer for Canadian steelmaker Dofasco Inc.; investor Carl Icahn’s $1.18 billion bid for 41 percent of the outstanding shares of Fairmont Hotels & Resorts Inc.; and Constellation Brands Inc.’s $1.2 billion attempt for Canada’s Vincor International Inc., which succeeded after the deal turned friendly. At press time Falconbridge Limited and Inco Limited had just found a white knight in Phelps Dodge Corp. to fend off unsolicited offers from Swiss miner Xstrata plc and Canadian miner Teck Cominco Limited. Even in the energy sector, where hostile bids are rare, Canada Southern Petroleum Limited received a hostile offer of about $112.5 million from Petro-Canada. (All amounts are in U.S. dollars.)
