This Day On The Street
Continue to site
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

JANA Declines Agrium's Invitation To Join It In The Mud

Addendum:  Corrected Chronology of Talks Between JANA and Agrium

It is not surprising that Agrium wants to shift the focus from shareholder rejection of its directors and the status quo back to its distortion-filled account.  In fact, Agrium has been trying to sell its untruthful version of events to the media since our talks ended, and having failed to find any takers, has now resorted to self-publishing its own faulty work two weeks later.  While we will continue to focus on the issues, for any shareholders who are interested, or for scholars of board entrenchment tactics, we offer the following corrected timeline.
  • Friday, February 8 th - Agrium's lawyers approached JANA offering a settlement whereby Agrium would appoint one director selected by JANA and two new directors chosen by Agrium who it claimed would address the board's lack of industry experience, but declined to identify these directors (Agrium would in fact refuse to disclose such identities for over 48 hours, until near the end of the talks).
  • JANA responded in writing that it was willing to explore a settlement on these terms provided that Agrium's new directors prove to be acceptable to JANA and that Agrium commit to fully exploring in some manner the issues raised by JANA in this campaign in the areas of Costs, Capital Allocation, Controls, Conglomerate Structure (which JANA requested a new independent review of given the highly flawed structural review process conducted by Agrium) and Corporate Governance. 
  • Saturday, February 9 th - Rather than agreeing to fully explore such issues, Agrium repeatedly demanded that JANA embrace propaganda written by Agrium praising its performance on the very issues that JANA has identified as areas for substantial improvement, and repeatedly threatened to end discussions unless JANA agreed to do so, which JANA never did.
  • Sunday, February 10 thAgrium's CEO and JANA's Managing Partner agreed that the settlement structure offered by Agrium would be acceptable, if Agrium's new directors (whose identities had still not been disclosed at that point) proved acceptable and if Agrium agreed in some form to exploring the issues raised by JANA (neither of which occurred).
  • JANA entered into drafting discussions with Agrium's counsel that evening on a settlement agreement and press release, in case Agrium's new directors proved acceptable (which they ultimately did not) and in case Agrium agreed to exploring the issues raised by JANA in some form (which it ultimately did not).  The press release disclosed today by Agrium was drafted by Agrium itself and was never approved by JANA, and includes self-praise Agrium tried to put in our mouths.  These legal documents were worked on by JANA to try to accommodate a self-imposed deadline set by Agrium for reaching agreement, and Agrium's attempt to use a press release it drafted itself and we never agreed to in order to evidence its false claims speaks volumes about the current board's integrity and the need for change.
  • Monday, February 11 thAfter reviewing the qualifications of Mayo Schmidt and David Everitt, who Agrium refused to identify until after 7pm on Sunday night which was more than 48 hours after discussions began, and in light of Agrium's continued refusal to commit in any manner to exploring the areas for improvement identified by JANA, JANA informed Agrium that its settlement offer was insufficient and more would be required to reach agreement, at which points these settlement discussions ended.

It appears that Agrium was never serious about appointing highly-qualified independent directors who could critically review the status quo, or to committing to fully explore the myriad opportunities for substantial additional value creation at Agrium, and was simply looking for a way to avoid a proxy fight that we believe it will ultimately lose.  That is Agrium's prerogative.  It is time however to drop the diversionary tactics and move on to the substantive issues. 

2 of 4

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free
AAPL $94.19 -1.04%
FB $118.06 0.54%
GOOG $695.70 0.48%
TSLA $222.56 -4.20%
YHOO $36.00 -0.03%


Chart of I:DJI
DOW 17,651.26 -99.65 -0.56%
S&P 500 2,051.12 -12.25 -0.59%
NASDAQ 4,725.6390 -37.5850 -0.79%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs