Canada's Agrium Inc said it would be interested in Potash Corp's nitrogen and phosphates business, worth an estimated $12 billion (7.7 billion pounds), if miner BHP Billiton secures its $39 billion Potash takeover and decides to sell the assets.

Agrium Chief Executive Mike Wilson said on Monday his fertiliser and agricultural company was strong financially and would look at any assets up for grabs. His comments came after BHP told analysts it could look to divest Potash's nitrogen and phosphates operations.

We are a global company that produce 8 million metric tonnes of nitrogen, phosphate and potash and markets 16 million so any assets that came on the market that fits with us we would certainly look at, Wilson told Reuters in an interview.

Wilson was in Australia to finalise his company's $1 billion takeover of local wheat exporter AWB Ltd.

BHP Billiton is chasing Potash Corp to become the world's largest potash supplier, with nearly a quarter of the global market. Potash Corp formally rejected the offer last week and BHP now has to woo the Canadian company's shareholders.

With its takeover offer -- the largest in any industry this year -- BHP aims to vault to the top of a rebounding fertilizer industry, as the economies and populations of Asian powerhouses like China and India rapidly expand, lifting demand for crop nutrients.

BHP has lined up $45 billion in debt for the bid, and Chief Executive Marius Kloppers has said it does not need to sell any assets to help fund the deal.

But the prospect of recouping some of the outlay through divestments could be appealing for investors worried about BHP moving into a new and untested sector for the company.

BHP said that 70 percent of the value is in the potash assets and that over time it would probably look to possibly divest the nitrogen and perhaps the phosphates business, Soleil Securities analyst Mark Gulley said in a note to clients after a conference call last week.

Analysts estimate Potash Corp's phosphates business is worth around $7 billion and its nitrogen business is worth abut $5 billion, each ranked third or fourth in their industries.

The conference call was led by BHP's chief commercial officer, Alberto Calderon, who is also head of mergers and acquisitions.

FINANCIAL FLEXIBILITY

Agrium's Wilson said his company had plenty of financial flexibility for future growth.

He added it was logical for BHP to stay in Canpotex, the North American potash marketing consortium that also includes Mosaic Co and Potash Corp, if its bid was successful. Agrium is a one-third partner in Canpotex.

Canpotex is a very, very strong joint venture when it comes to global marketing and distribution and I can see huge value for BHP, said Wilson.

Whether it is logical for them to stay in it will be their decision obviously, but it is one of the strongest marketing organisations I have ever worked with.

Kloppers has said that in the long run BHP would like to market Potash Corp's production independently, but last week sought to ease concerns BHP would pull out of Canpotex, saying it would only change Canpotex if other stakeholders wanted to.

Kloppers and Calderon are in North America this week to brief BHP shareholders, many of whom are also Potash Corp stakeholders, on the bid and the group's half-year results, its richest in two years.

BHP has played down the chances of raising its offer, saying it timed its bid to ensure that potential rivals, like Rio Tinto and Brazil's Vale, were not in a position to raise the stakes.

There is only one offer on the table, so why would we compete against ourselves? Chief Financial Officer Alex Vanselow said in an interview on Australian television on Sunday.

Potash Corp shares closed on Friday at $147.73, 14 percent above BHP's offer, indicating investors expect BHP to raise its offer or another bidder to enter the fray.

BHP shares closed 1.5 percent firmer at A$37.87 in Sydney on Monday. The broader market was up 1.9 percent.

The current bid is not subject to a vote of BHP's shareholders. But under UK listing rules, if it sweetens the offer to be worth at least 25 percent of BHP's market value at the time, then it would need its own shareholders' approval.

(Additional reporting by Ed Davies and Sonali Paul; Writing by Michael Smith; Editing by Lincoln Feast.)

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