Jana talking to Canadian Agrium shareholders, said to have 'critical mass'

CALGARY – Jana Partners LLC is meeting with Agrium Inc.’s (TSX:AGU) Canadian shareholders in an effort to persuade them big changes are needed at the fertilizer giant.

The New York activist hedge fund has categorized its unresolved issues into what it calls the “Five Cs” — cost management, controls, capital allocation, conglomerate structure and corporate governance.

Jana, Agrium’s largest shareholder with a six per cent stake, believes it is gaining “critical mass” when it comes to support from other shareholders.

The investment firm’s proposal that has garnered the most attention is the notion of breaking up Agrium into two different companies — one focused on producing fertilizer and the other on selling it to farmers at retail outlets.

But the fund also wants Agrium to cut costs, allocate capital better and disclose more detailed information about its retail business.

In a presentation to Canadian investors, Jana also goes into greater detail about some of its concerns.

For instance, it says 73 per cent of Agrium’s U.S. retail locations are within 40 kilometres of another outlet, leading to redundancies in staff, facilities, maintenance and insurance and making oversight more complicated.

Jana says there’s potential savings of more than $200 million.

In November, Jana announced it wants five of its nominees to join Agrium’s board. Its slate includes Jana managing partner Barry Rosenstein, former Liberal agriculture minister Lyle Vanclief and three men with the executive experience in distribution that the fund says is lacking on Agrium’s board.

While historically Jana has preferred to settle matters directly with a company’s management, it’s possible this battle could come down to a shareholder vote. Agrium normally holds its annual general meeting in May.

“Agrium’s board has been living in an alternate universe where shareholders have no desire to explore the many ways we’ve identified to unlock value,” Rosenstein said in a release.

“All along we have been speaking to shareholders and seeing a much different picture, with just about every shareholder we speak to wanting to see a serious discussion of these issues and a large and growing number who support enhancing the board so Agrium can reach its full potential.”

For its part, Agrium has stuck by its strategy and said a corporate split would expose shareholders to too much risk. It has, however, bought back stock, raised its dividend and improved retail disclosure.

Agrium management is slated to discuss its strategy with analysts in New York next week.