The SEC charged two residents of Madrid, Spain with insider trading and obtained an emergency injunction freezing their assets. The action resulted from the traders making $1.1 million in illegal profits by trading in advance of last week’s public announcement of a multi-billion dollar cash tender offer by BHP Billiton Plc to acquire Potash Corp. of Saskatchewan Inc.
According to the SEC’s complaint filed Friday in U.S. District Court for the Northern District of Illinois and unsealed by the court today, BHP made an unsolicited $38.6 billion offer to purchase all of the stock of Potash for $130 per share in cash. The acquisition share price represented a 16 percent premium above Potash’s closing price of $112.15 on August 16. Potash, based in Saskatoon, Canada, is the world’s largest producer of fertilizer minerals.
The SEC alleges that the two traders – Juan Jose Fernandez Garcia and Luis Martin Caro Sanchez – violated Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder.