Agrium & JANA -- Stalemate to the Bitter End

April 8, 2013 07:00 AM

The debate between Agrium (AGU) and JANA Partners has been put to a vote, and AGU shareholders gave the nod to two of JANA's board nominees. The official results and final tally will be made public tomorrow although according to the rules, Agrium reserves the right to extend the voting deadline without public notice if doing so would help the current board win reelection.

Agrium remains conspicuously quiet in wake of the news and rumors have circulated that despite the votes being counted and the campaign dying a woeful death, AGU may have more fight left for JANA. Each side has been pleading their case ad-nauseam for nearly a year now and the two seem to have found very little common ground. Agrium has it that JANA wants to cut up the company and sell it for parts... JANA has it that Agrium is out of touch with 'real-world' marketing strategies and needs help to unlock hidden value for shareholders.

Agrium is expected to break its silence tomorrow at the annual shareholder's meeting when the results will be made public. This could be a wild one. This meeting was moved up a full month to hasten this vote. Your Monitor has been following this story since its inception, and will report what Agrium has to say as soon as we receive word.

The following is a release issued by JANA Partners Llc., of New York City...

NEW YORK, April 8, 2013 /PRNewswire/ -- JANA Partners LLC today announced that Barry Rosenstein and David Bullock appear to have enough votes to be elected to the board of Agrium Inc. at tomorrow's Annual General Meeting. While only Agrium knows the vote results for both sides, based on the number of votes received by these nominees and the typical turnout for contested Canadian elections, and leaving aside the potential impact of Agrium's offer to pay financial advisors and brokers for favorable votes, it appears that both will be elected. JANA thanked Agrium shareholders for casting approximately 59 million votes on the blue proxy for one or more of JANA's nominees.

Mr. Rosenstein also called on the Agrium board to put the campaign behind it and start the important work of coming together for the benefit of all shareholders.

"There is no good reason why the full board cannot work with a small number of new directors, particularly given the many areas of mutual agreement, including the importance of cost management, the benefits of a shareholder-friendly capital allocation policy, the value of enhanced disclosure to shed light on the value of Agrium's businesses, and the benefits of properly incentivizing management to profitably grow those businesses," he said. "There is also no harm that can come from hearing our opinions on matters where we disagree. We are ready to put this campaign behind us and turn to the much more fruitful task of working together collaboratively, and we ask that the full board join us in doing so."


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