Jana expects two of its candidates to win Agrium board seats

Mon Apr 8, 2013 11:18am EDT

Barry Rosenstein, founder and managing partner of Jana Partners, speaks at the Reuters Global Hedge Fund and Private Equity Summit in New York April 11, 2007. REUTERS/Eric Thayer

Barry Rosenstein, founder and managing partner of Jana Partners, speaks at the Reuters Global Hedge Fund and Private Equity Summit in New York April 11, 2007.

Credit: Reuters/Eric Thayer

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(Reuters) - Jana Partners LLC said on Monday that it believed two of its five candidates garnered enough votes to join Agrium Inc's 12-member board, but the Canadian fertilizer company said it expected to prevail.

Jana, Agrium's biggest shareholder, said candidates Barry Rosenstein and David Bullock looked to be successful. Agrium plans to release the election results at its annual general meeting in Calgary, Alberta, on Tuesday.

Jana, which holds a 7.5 percent stake in Agrium, is pressing it to consider spinning off its farm retail division, make better use of capital and cut retail costs.

The proxy battle is the latest attempt by a shareholder to shake up a Canadian board after Pershing Square's ouster of Canadian Pacific Railway Ltd's chief executive officer last year. Unlike CP, however, Agrium has seen strong stock appreciation and earnings results.

Agrium said it favors the status quo and highlights the steep rise in its share price as evidence that it is on the right track.

Jana said it was basing its prediction of the election results on the number of votes it believes Rosenstein and Bullock have received and the typical turnout for contested Canadian board elections, although it conceded that only Agrium knows the outcome so far.

"There is no good reason why the full board cannot work with a small number of new directors," said Rosenstein, Jana's managing partner. "There is also no harm that can come from hearing our opinions on matters where we disagree."

Jana estimated that Agrium shareholders cast about 59 million votes on the activist's proxy for one or more of its candidates. The company has roughly 149.4 million shares outstanding.

About 83 million shares were voted at Agrium's last shareholder meeting in May 2012. That vote, however, was not contested, and turnout at this year's election is likely to be significantly higher.

"Agrium remains very confident it will prevail in the proxy contest and notes that Jana is speculating and spreading misinformation," a company spokesman said. "In addition, Jana has been in contact with shareholders over the weekend."

The deadline for voting by Internet, telephone or fax passed on Friday, but Jana said Agrium's meeting rules allowed it to extend the voting deadline without public notice. The company has contacted some shareholders since the deadline, asking them to switch votes away from Rosenstein and Bullock, Jana said.

Agrium has not given any indication that it may extend the voting deadline ahead of the meeting. Shareholders can also vote at the meeting in person.

Agrium shares were up 1.7 percent at C$99.43 in Toronto and rose 1.5 percent to $97.50 in New York.

(Reporting by Rod Nickel in Winnipeg, Manitoba and Euan Rocha in Toronto; Editing by Gerald E. McCormick, Jeffrey Benkoe and Lisa Von Ahn)

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