It’s hard to overestimate the significance of the proposed $38.6-billion hostile takeover of Potash Corp of Saskatchewan, the world’s largest potash producer, by BHP Billiton Group, the world’s largest mining company.

Assessing the full impact requires a look back to 1975, when PCS was formed by the provincial NDP government of Allan Blakeney in response to the province’s desire for a greater share of the industry’s wealth. Four mines were acquired at public expense and PCS operated as a Crown corporation from 1975 until 1989.

A switch to a Progressive Conservative government in 1982 under Grant Devine brought a change in philosophy at PCS. After suffering losses totalling more than $160 million in the mid-1980s, the Conservatives installed an American industry veteran — Chuck Childers, formerly of International Minerals and Chemical Corp. — as the president and CEO of PCS in 1987.

Instead of producing potash at maximum capacity, Childers imposed strict limits on production and made PCS, which controlled 40% of the province’s potash production, the industry’s global leader.

In 1989, the Conservatives privatized PCS. Under Childers and fellow IMC executive, Bill Doyle, PCS became an even more dominant force. If Saskatchewan, with one-third of the world’s potash production, was the OPEC of potash, then PCS, with 20% of the world’s production capacity, would be its Saudi Arabia.

Flash-forward to 2008. PCS was having its most successful year, posting a whopping US$4-billion profit. PCS shares briefly hit $240, making it the largest publicly traded company in Canada. While the gain was driven partly by rising world demand for fertilizer, Childers’ strategy of matching supply to demand — perfected by his successor, Doyle — as well as acquisitions of nitrogen and phosphate assets, made PCS the largest fertilizer company in the world.

Then it all came crashing down. In the face of a global recession and financial crisis, potash prices plunged from a high of almost US$1,000 per tonne in late 2008 to around US$300 a tonne in 2009.

Still, Doyle, one of the highest-paid CEOs in Canada, adhered to his strategy of matching supply to demand. Production was cut at potash mines and thousands of miners were laid off as potash producers waited for China and other major customers to capitulate. But they balked at the high prices PCS and other members of Canpotex, the offshore marketing agency for Saskatchewan’s potash producers, were demanding.

Meanwhile, sharks were circling around PCS — namely BHP and its ambitious young CEO, Marius Kloppers. Still smarting from his failed bid to buy Rio Tinto PLC in 2008, which would have been the second-largest corporate takeover in history, Kloppers set his sights on PCS.

There’s some evidence to suggest that BHP has been eyeing PCS as a potential takeover target since 2001; and seriously since 2005. Nevertheless, until August 2010, BHP steadfastly denied that it was looking to acquire PCS. Instead, BHP said it would spend about US$10 billion building its own potash mine at Jansen Lake, Sask., touted as the largest in the world.

Kloppers has also muddied the waters around BHP’s plans for Canpotex. Initially, he said BHP would not belong to Canpotex, but would instead market its potash independently, based on its strategy of operating at maximum production capacity. As this is the same strategy that got the potash industry into trouble in the 1980s, PCS and its Canpotex partners, Agrium Inc. and Mosaic Co., have staunchly opposed the BHP bid for PCS.

The Saskatchewan government also appears to be siding with PCS. Premier Brad Wall has said he’s not convinced the deal is of “net benefit to Saskatchewan.”

That’s exactly what federal Industry Minister Tony Clement will have to determine when the feds review the transaction under Canada’s new foreign investment rules. IE