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Diane Francis

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No Need for Manners in Nexen Deal, Canada

Posted: 10/02/2012 12:38 pm

Canadians should be upset and insulted that China's biggest grab for control of a major resource company anywhere in the world is the $15-billion Nexen deal. Clearly, China is testing whether this Boy Scout of a nation will roll over.

This is just one of many reasons why Canada must reject this takeover. Another is a warning by CSIS against foreign buyouts of strategic assets, and yet another is that polls show public opposition to the deal.

One compromise that's been suggested is that the Nexen deal goes ahead but no more. That's crazy. Canadians have no obligation to feed China's appetite for resources just because it invited itself to our dinner.
In addition, Canada has no obligation to Nexen shareholders, directors and management because they knew, or should have known, foreign transactions are always at the pleasure of Canadian governments.

There should be no compromise and a turndown need not be difficult, won't burn any bridges and can be done elegantly in this way:

1. The Chinese must be told that this transaction is premature given that negotiations between Canada and China have just been announced to deepen the trading relationship and outline rules of engagement. This process will take years.


2. The buyer, CNOOC, should be told that it cannot buy control, but can own up to 20 per cent of Nexen if it wishes. Foreigners taking small positions in transparent, Canadian-based public companies are not a problem.

3. The Chinese should be told the deal is premature because Canadians must have a national conversation about this. A Parliamentary committee, proposed by independent MP Peter Goldring, is a good idea and would study all the ramifications and potential pitfalls of allowing state-owned enterprises to invest and operate within Canada. Nexen will be studied as will Sinopec, the workplace accident that took place in Alberta three years ago and other cases.

4. China must realize that Canadians must evaluate properly the reasons behind the Canadian Security and Intelligence Service warning that stated "certain state-owned enterprises and private firms with close ties to their home governments have pursued opaque agendas or received clandestine intelligence support for their pursuits here."

5. Ottawa should reiterate that Canada is open for business, but is a democracy and the people have spoken through polls that demonstrate enormous opposition to Nexen's takeover.

6. Ottawa must instruct Chinese entities that they cannot acquire control of Nexen or other resource and strategic assets on a collective basis either by, for instance, having five state-owned or state-controlled enterprises each buy 20 per cent of something. This is a critically important point, and interlocking ownership by all state-owned enterprises from all nations must be disclosed and tallied on an ongoing basis.

Nexen's suitor, the Chinese National Offshore Oil Company, is simply one of hundreds of corporate appendages of China Inc. Others include Sinopec, Chinmetals, PetroChina, the China Investment Corporation. Thousands more unknown Chinese corporations are owned by lower levels of government and are beginning to venture abroad to buy assets. One city Tsingtao is hunting for oil companies in Calgary.

The high profile Chinese companies may be listed on stock exchanges, or not, and they may have small foreign shareholdings. But in all cases effective control ultimately rests with China Inc., China's government and their controlling shareholder. And China remains a dictatorship.

This is why the collective holdings of China Inc.'s entities must be taken into consideration when determining whether a company has been taken over by a foreign entity. If five Chinese entities each own 20 per cent of Syncrude that amounts to de facto control.

Similar concerns would be raised if Rosneft, Gazprom and other oligarchs, with licenses to operate from the Kremlin, were to collectively launch a buying sprees in Canada. The same applies to companies like TAQA of Abu Dhabi and others who are ready to pounce here.

Syncrude is a case in point as are widely-held corporations like Suncor (Canada's largest non-financial corporation). This oil sands giant produces 350,000 barrels of oil a day, more than most nation-states produce and twice as much as OPEC member Ecuador.

Syncrude is considered a Canadian-controlled entity, but there's already sizeable foreign ownership with the Chinese being the most aggressive. Here's the breakdown: Canadian Oil Sands Partnership 36.74 per cent (a collection of investors); Imperial Oil 25 per cent; Suncor Energy 12 per cent; Mocal Energy (Japan's Nippon Oil) 5 per cent; Murphy Oil 5 per cent; Sinopec 9.03 per cent and Nexen with 7.23 per cent.

If Nexen is bought that would bring China Inc.'s collective ownership in Syncrude to 16.26 per cent. And given China Inc.'s strategy of "overpaying" for things, it's easy to imagine another 22 per cent up for grabs, if not more. You get the point. Canada cannot be naïve about all this. A Nexen approval will unleash a buying frenzy among foreigners already to pounce. But if turned down, Canada still has a great deal of work to do.

Canadian disclosure requirements lag those in other developed nations. Foreign ownership positions should be reported in real time and so should relationships with other investors. Reporting thresholds must match best practices: The Canadian Investors Relations Institute has recommended public disclosure be lowered to 5 per cent from 10 per cent. This would match requirements in the U.S, France, Germany, Japan, Australia and even India. The U.K. requires disclosure at the 3 per cent level.

In a way, China Inc.'s audacity has done Canada a favour. Turning down Nexen should be mark the beginning of a Canadian conversation about governance. Canada must decide what kind of table will be set to encourage investment here, who will be invited to dine and how guests must behave. Otherwise, Canada itself will become dinner.

This post originally appeared in the Financial Post.

 

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Canadians should be upset and insulted that China's biggest grab for control of a major resource company anywhere in the world is the $15-billion Nexen deal. Clearly, China is testing whether this Boy...
Canadians should be upset and insulted that China's biggest grab for control of a major resource company anywhere in the world is the $15-billion Nexen deal. Clearly, China is testing whether this Boy...
 
 
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08:29 PM on 10/05/2012
How many of you believe this Francis freedom fighter is in this to save us? ... And not bankrolled by some opposing lobby or other business group compact?
Not sure if Canada always been a corporatist system, but it is quite obvious that it is these days.
11:50 PM on 10/02/2012
Well, Ms. Francis, you are right. However, are you seriously expecting bold leadership from P.M. Harper and his gang on this one? This is the same crowd that has decided to not only symbolically wed itself to the British colonial tradition by putting the "Royal" back onto our military but has in fact wedded ourselves to British tradition by partnering up with the U.K. on diplomatic missions. This is the same crowd that has signed onto an agreement with the Americans that will allow the F.B.I. and other U.S. law enforcement and national security agencies onto Canadian soil to arrest Canadians. This is the same crowd that got taxpayers rooked into buying expensive fighter bombers that have flaws and for which we were misled as to their true cost.
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Benoit Brousseau
Progressives built the Western world.
02:25 PM on 10/04/2012
Very well said!
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Gnomish
ego doctus ignarus
09:16 PM on 10/05/2012
Harper has painted himself into a corner.
The USA must be pressuring him on this ...thus the announcement
Canada would decide on her own, By which he means his own.

He knows exactly how untenable his situation he knows how unwise this is for our future!
China is already suing America over wind farm contracts. We'll be next over pipelines!
12:01 AM on 10/06/2012
Thanks for sharing your perspective, Gnomish. Harper really is a lackey for U.S. and British business and foreign policy interests, isn't he.
10:44 PM on 10/02/2012
Agreed. Just Say No.
08:36 PM on 10/02/2012
This is an excellent viewpoint on a very , very serious issue . Not only should the transparency issue be addressed , starting at the 3 per cent level , but we need to insist on absolute control of our resource based industries remain in Canadian hands . A 20 per cent share is too high and would give the holder of that percenatge a right to expect a position on the board and have undue influence on policy matters .

Canada is in a very advantageous position with it's wealth of raw resources , but unless those reources are processed in Canada and the value added products offered to whoever wishes to buy them , the resources are diminished in value to the whole country .
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Gnomish
ego doctus ignarus
01:41 PM on 10/02/2012
Clearly harper is rolling over and providing China with legal powers should we turn them down for any reason. Canada will not even have the right to protect it's own environment. China can clearly outspend us in legal actions.
01:08 PM on 10/02/2012
I couldn't agree more. Selling part of our country, which is what this amounts to, would be like selling one of our children. I for one would prefer to keep all my children in my family.