Jana Partners determined to gain shareholder support in proxy fight

26 March 2013 19:25  [Source: ICIS news]

HOUSTON (ICIS)--With two weeks left before shareholders decide future control of Canadian fertilizer producer Agrium, activist hedge fund Jana Partners on Tuesday showed it is still determined to gain some measure of support to replace directors and alter the business strategy.

In a posting on their website, Jana unveiled a video presentation in which their five director nominees further addressed what they see as the fundamental issues that need to be corrected at Agrium in order to boost shareholder value.

Discussing what has been labeled the "5 Cs", the proposed candidates discuss what they term as opportunities in the areas of cost management, controls, capital allocation, conglomerate structure and corporate governance.

“We encourage every Agrium shareholder to hear our nominees walk through the value creation potential they see at Agrium and describe how they can apply their skills and experience to help realize that value,” said Barry Rosenstein, Jana Partners managing partner.

The video comes after Jana sent shareholders a letter late on Monday in which they took Agrium to task for misrepresenting their position and motivation for the April proxy vote. Saying the leadership of the fertilizer producer has resorted to scare tactics and illogical arguments, Jana continues to assert that they are not out to turn the company upside down but rather seek to maximum future value.

“We approached Agrium last May, expressing our concerns and suggesting steps that could be taken to address those concerns. Agrium took some positive steps in response, notably increasing its dividend and commencing its first large share repurchase but has resisted further changes that could create even greater long-term value,” said Jana Partners.

“The company would like you to believe that our interests differ from yours so that we could somehow destroy value without destroying the value of our own investment. That makes no sense. We own Agrium common stock just like you and stand to gain or lose just like you. We have proposed improvements for the long term, not the short term.”

Jana’s newest countermeasure comes after Agrium last week received the public support of five companies: British Columbia Investment Management; Montreal based investment firm Letko, Brosseau & Associates; US based shareholder advisory firm Egan-Jones; London-based Pensions Investment Research Consultants; and Calgary-based Alberta Investment Management Corp.

Shareholders will vote on 9 April for the board of directors at the company’s annual meeting in Calgary and can vote for as many or as few candidates as they want but can only select from Agrium’s or Jana’s proxy card.


By: Mark Milam



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