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Agrium board targeted for shakeup by Jana Partners; 5 new directors proposed


The Agrium head office is seen in Calgary, on May 11, 2012. THE CANADIAN PRESS/Jeff McIntosh

CALGARY - It's looking likely that a push for change at Canadian fertilizer giant Agrium Inc. will come down to a shareholder vote, the founder of New York hedge fund Jana Partners LLC said Monday.

Barry Rosenstein made his remarks to The Canadian Press after his fund, which has a six per cent stake in Agrium, announced it wants to replace five directors on Agrium's (TSX:AGU) 11-member board with its own nominees.

The Jana slate includes Rosenstein, former Liberal agriculture minister Lyle Vanclief and three men with the executive experience in distribution that the fund says is lacking on Agrium's board.

In its more than decade-long history, Jana has managed to avert shareholder showdowns.

"We've done close to 50 of these and we've never had one go to a vote because the companies ultimately come to the realization that we have shareholder support," said Rosenstein.

"I can tell you at this point every indication is that this is heading to a vote and we wouldn't be going forward if we didn't feel extremely confident that shareholders will support our directors based on their experience and their track record of creating value."

Among other things, Jana wants Agrium to spin off its retail business, which supplies products such as fertilizer to farmers, from the part of its business that makes those products.

In a release, Agrium CEO Mike Wilson showed no signs of backing down and said shareholders are on the side of his company's board and management.

He said the board's independent directors spent two months evaluating Jana's ideas with its independent financial adviser, Morgan Stanley, before unanimously deciding the retail spinoff was a bad idea.

"The facts are straightforward. Agrium remains committed to its highly successful integrated strategy," Wilson said.

"Jana has been trying for over six months to obtain support for its idea that Agrium should spin off or sell its retail operations. Agrium's shareholders have overwhelmingly rejected Jana's ideas. As a result, we believe Jana's attempt to run its own slate for Agrium's board is almost certain to fail."

Jana has said the retail spinoff, along with a better cost management and capital allocation, could add $50 to Agrium's share price of around $100.

Recently Agrium has bumped up its dividend and bought back $900 million in stock moves Jana has applauded.

Jana's statement on Monday accused the current Agrium board of failing to address its criticism and of failing to keep shareholders informed particularly about the weakness of its third-quarter financial results, which generally missed analyst expectations.

It also reiterated its allegation that Agrium suddenly switched its list of perceived industry peers as the battle went public over the summer in order to bolster its argument that retail shouldn't be spun off.

"I think shareholders will make decisions for themselves and won't be influenced by the company making false claims about shareholder allegiance to what is persistent underperformance and undervaluation of the stock," said Rosenstein.

"The real question shareholders should be asking now that they see our slate of nominees is why would the company not want these people in the board? Every one of them adds a dimension that the company sorely lacks and every one of them has stellar reputation, experience and track record."

A source familiar with Jana's thinking said the fund has not decided which of Agrium's 11 board members it's looking to replace, but it will probably "lean heavily" on the group Agrium has previously cited as having adequate distribution experience.

Most of Jana's nominees are American and it wants to make sure enough Canadians remain on the board, "so you can also assume that Americans will probably be more targeted." the source said.

When it comes to replacing Wilson as CEO, the source said Jana hasn't "gone there" and "that would obviously be a significant escalation."

Earlier this year, another U.S. activist hedge fund, Bill Ackman's Pershing Square Capital Management L.P., successfully ousted the CEO of Canadian Pacific Railway Ltd. (TSX:CP) following a bitter proxy fight.

Besides Vanclief and Rosenstein, Jana is proposing David Bullock, a former chief operating officer of United Agri Products, which was acquired by Agrium several years ago; Stephen Clark, a former CEO of Brenntag North America, and Mitchell Jacobson, chairman and a shareholder of MSC Industrial Direct Co. Inc. (NYSE:MSM).

Agrium shares closed up about three per cent at $101.01 on Monday on the Toronto Stock Exchange.


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