Agrium fends off Jana’s 10-month siege – by Boyd Erman and Kelly Cryderman (Globe and Mail – April 10, 2013)

The Globe and Mail is Canada’s national newspaper with the second largest broadsheet circulation in the country. It has enormous influence on Canada’s political and business elite.

TORONTO and CALGARY — Agrium Inc. has defeated a boardroom challenge from dissident shareholder Jana Partners LLC, with investors choosing to back the company’s board slate after an acrimonious months-long campaign that ended in a flurry of accusations of unfair play.

Agrium chief executive officer Mike Wilson said he regretted that the process took 10 months to come to a resolution but he’s glad the proxy battle – which pitted the Calgary-based agriculture and fertilizer giant against a U.S. hedge fund investor that wanted to install its own board members and break up the business – is in the rear-view mirror.

While Jana founder Barry Rosenstein pledged Tuesday that it wasn’t the end of the heated dispute, Mr. Wilson said the company can once again focus on operations and growth.

“I don’t know why they chose us. They obviously chose the wrong target,” Mr. Wilson said of the New York-based hedge fund Jana Partners, Agrium’s largest shareholder.

The long-time Agrium CEO suggested that, combined with the experience of Canadian Pacific Railway Ltd., when Pershing Square Capital Management successfully launched a fight to change the strategy and management at that Canadian institution, CEOs need to be on guard.

“It’s a tough process. And unfortunately, a lot of CEOS are going through it or are going to go through it,” Mr. Wilson told reporters following the company’s annual general meeting in Calgary on Tuesday.

“Based on what I’m seeing, this is the new wave – people who are looking for short-term gain, versus long-term gain.”

At the meeting, Mr. Rosenstein said he thought he had enough votes as of Friday’s voting deadline to install two directors on Agrium’s 12-person board, but accused the company of successfully lobbying after the cutoff to have votes for Jana directors revoked. Still, Mr. Rosenstein said he would remain a vocal shareholder of Agrium, vowing “this tainted vote is not the end of the story.”

As late as Monday, Jana said it believed it had enough votes to put two directors on the Agrium board. That was short of the five that Jana had sought, but would still have represented a significant victory over a company that early on had largely dismissed any chance of Jana making inroads.

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