Leaving little to the imagination, CNOOC Ltd. laid its foreign investment cards on the table for all to see.
On the same day that the company announced its $15.1-billion (U.S.) friendly acquisition of Nexen Inc., CNOOC ran through the list of goodies that it is offering Investment Canada. The tactic is proof that two years out, BHP Billiton’s failed takeover of Potash Corp. of Saskatchewan Inc. still weighs on every adviser’s mind.
In the Potash deal, BHP considered the foreign investment review – now applicable to any cross-border deal worth more than $330-million – an afterthought. Although the conservative Canadian government didn’t seem like a foe to international business at the time, BHP was ultimately lambasted for shocking government officials, rather than working with them ahead of time.
CNOOC’s bid for Nexen couldn’t be more different. The acquirer is already offering the following: keeping Calgary as the head of North and Central American operations; retaining Nexen’s current management team; adding a CNOOC listing on the Toronto Stock Exchange (it’s already listed in Hong Kong and in New York); and maintaining Nexen’s charitable giving program, particularly to First Nations.
Such a well laid out plan could also have something to do with CNOOC being a Chinese firm. Nexen’s acquirer isn’t Australian or British, which some people may consider to be friendlier buyers. There is a stigma around Chinese buyers, and the company is trying to show that the firm will more or less stay a Canadian one.
Combined, the two firms had a raft of advisers to cook up their foreign investment strategy. BMO Nesbitt Burns and Citigroup advised CNOOC on financial matters, while Stikeman Elliott and Davis Polk & Wardwelll offered legal advice.
Goldman Sachs and RBC Dominion Securities advised Nexen, and the company’s legal advice came from Blake Cassels & Graydon and Paul, Weiss, Rifkind, Wharton and Garrison.