ConAgra soared 6.3% to $41.60 in after-hours trading, after having closed the regular session up 0.82% to end the day at $39.12.
Jana Partners, according to its filing with the Securities and Exchange Commission, took at 7.2% stake in ConAgra and is seeking to place two directors on the board of the packaged foods giant, which it feels is undervalued.
In its SEC filing, Jana Partners stated:
They believe the Shares are undervalued and represent an attractive investment opportunity. Jana believes that the Issuer has significantly underperformed in shareholder value creation. Most significantly, the acquisition of Ralcorp Inc. in January 2013, which in Jana's opinion was the most significant recent strategic decision made by the Issuer's Board of Directors, has been followed by disappointing performance for shareholders, repeated guidance misses, negative revisions to long term earnings targets, no dividend per share growth, and operating performance challenges. Issues with this acquisition led to the Issuer taking a $1.3 billion impairment on March 26, 2015, after which Jana began purchasing the Shares and analyzing opportunities for improved shareholder value creation. Jana believes that in the period since the Ralcorp acquisition, the Board has failed to adequately address the shareholder value destruction and persistent under-performance that followed the Ralcorp acquisition.
Jana also noted that it is prepared to nominate Brad Alford, former CEO of Nestle USA, James Lawrence, former chairman of Rothschild North America and former CFO of Unilever and General Mills, and Barry Rosenstein, principal owner of Jana.
The activist shareholder believes these potential nominees could help ConAgra's board "focus on shareholder value to help the board evaluate and address opportunities for shareholder value creation."
Some of this assistance may take the form of a strategic review of the ConAgra's strategy and potentially restructuring the company through potential transactions. Jana is also interested in addressing ConAgra's operational performance and cost structure.
Jana requested ConAgra delay its June 21 deadline to submit notice of stockholder nominations for its upcoming 2015 annual shareholders meeting.
ConAgra, in an announcement Thursday, agreed to push back the deadline. In a statement regarding Jana's investment, ConAgra said:
ConAgra Foods' Board of Directors and management team are committed to acting in the best interests of all shareholders, and we welcome shareholder engagement. We look forward to opening discussions with Jana Partners after the ConAgra Foods' June 30 fourth-quarter earnings announcement, and discussing their views on shareholder value creation at ConAgra Foods.
Additionally, the Board of Directors has amended the company's bylaws to extend until July 8 the deadline for the submission by shareholders of nominees for election to the Board of Directors. This extension applies for the September 2015 annual meeting. Previously, the deadline was June 21.
Over the next several weeks, investors would be wise to watch how this Jana discussions unfold.