BHP Billiton, no stranger to hostile takeover battles, is moving fast to counter Potash Corp’s “poison pill” defense against its hefty $39 billion takeover bid.

Barely 24 hours after its $130 per share was made public, the world’s largest miner said on Wednesday it would make the offer direct to shareholders in an effort to circumvent a shareholder rights plan rolled out by Potash Corp’s board on Tuesday.

That rights plan could have given existing shareholders a chance to buy more stock at a steep discount if a single investor bought a 20 percent stake in the company, making it more difficult and expensive for BHP to snap up a controlling stake in Potash Corp.

“Clearly Potash Corp. felt that wasn’t in their best interest,” Marius Kloppers, BHP’s CEO said, referring to the initial offer.

“I stress that our intention here was to try and get to a cooperative arrangement by scheme of arrangement.”

There is one legal factor working in Kloppers’s favor.

Canadian securities law prevents Potash Corp. from triggering the rights plan if BHP takes its offer to all shareholders and leaves it on the table for a minimum of 90 days, which going hostile achieved.

BHP is seeking a minimum 50 percent acceptances by its Oct. 19 deadline.

For its part, Potash Corp. is testing the waters to prove that it is worth more than BHP’s bid, which it called “grossly inadequate.”

“(Potash is thinking) let’s see what rival bidders we can get to get the price up, and let’s see what we can do to get BHP’s offer up independently,” one of three banking sources told Reuters.

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Even with time on its side, Potash Corp will struggle to find a viable alternative to BHP’s bid, given the huge size of any potential deal, two Asia-based mining and metals bankers told Reuters.

BHP rivals such as Brazil’s Vale will find it difficult to match the firepower of BHP’s estimated $11 billion cash pile.

Still, that doesn’t mean rivals won’t try, given the fundamentals of the global fertiliser industry. Rising food consumption standards in China and India, and a finite amount of arable land, are seen as factors which will give a long term boost to potash — a crucial ingredient in many fertilizers.

“Now that this is in play, everyone that has run a file on Potash Corp … will take the file off the shelf, dust it off, update it, and take a look at what may be achievable,” said one of the Asia-based resources bankers.

“Vale will certainly look at it — they’ve made a number of acquisitions in the fertilizer space — so they will definitely take a look.”

Two bankers said state-owned Chinese firms (SOEs) such as Sinofert did not like to compete with the “big boys” on major bids and were highly unlikely to get involved.

“The fact is the (Chinese) SOEs are pretty risk averse, so anything that they might do in this situation would need to be very carefully considered, and calibrated with that fundamental risk aversion in mind.”

All three bankers who spoke to Reuters were unauthorised to speak publicly about the matter and declined to be identified.

There is almost zero chance BHP’s rival Rio Tinto would enter the fray, some fund managers say.

Rio has only recently sold off potash assets in Argentina and Canada. What’s more, it is committed to spend $13 billion on various projects in the next 18 months, which would hamper its ability to compete effectively in a bidding war.

“It would be very surprising to see them (Rio) be a competitor to BHP in trying to buy an existing potash interest,” said Tim Schroeders, a portfolio manager at Pengana Capital, which owns BHP and Rio Tinto shares.

“They’ve got more on their plate and can probably spend their money better elsewhere.”

– By Michael Smith and Joseph Chaney