Feb 11 Agrium Inc appointed two
independent directors to its board after the Canadian fertilizer
maker could not come to terms with U.S. activist shareholder
Jana Partners, which wants to break up the company.
David Everitt, a former president of Deere and Co,
and Mayo Schmidt, a former chief executive of Viterra Inc before
it was bought by Glencore International, were appointed
as directors, Agrium said in a statement.
Jana, the largest investor with 6 percent of shares, was
pushing for two director nominees and wanted Agrium to spin off
its farm retail division, the largest in the United States,
which sells seed, fertilizer and chemicals.
Agrium said Jana reneged on an agreement to cease its
pursuit of a break-up in return for naming one of its director
nominees to the board. Instead, the activist shareholder
demanded two seats on the board.
"We are disappointed in Jana's decision to prolong this
fight which it is certain to lose. Shareholders are clearly not
supportive of Jana's initiative to break up Agrium," the
Canadian firm's chief executive officer, Michael Wilson, said.
Jana, among other demands, wants Agrium to cut costs, return
cash to shareholders and improve disclosure.
The New York hedge fund said in a separate statement that
Agrium initially promised to name directors who would address
the board's "deficiencies in experience" and Jana's other
concerns, but its nominees fell short of expectations.
The proxy fight is the latest in a series of high-profile
battles led by activist investors seeking to shake up the
management of leading Canadian companies. Last year, investor
William Ackman, using tactics similar to those employed by Jana,
succeeded in installing his hand-picked candidate as chief
executive of Canadian Pacific Railway Ltd.
Jana, a top U.S. activist investor, has won high-profile
campaigns at companies such as Marathon Petroleum Corp
and McGraw-Hill Cos Inc.