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Agrium makes terms of scuttled settlement deal with Jana Partners public

Lauren Krugel, The Canadian Press

CALGARY - Agrium has made public the terms of a settlement deal with Jana Partners LLC that could have ended a bitter proxy fight, but ultimately remained unsigned.

The Calgary-based fertilizer giant (TSX:AGU), under pressure from the activist hedge fund to split off its retail business, said Monday it's an effort to "set the record straight" on what ultimately caused the accord to fail.

Agrium CEO Mike Wilson met with Jana managing partner Barry Rosenstein on Feb. 7 as part of an "extensive" investor roadshow to discuss the company's business, Agrium said.

The next day, Agrium told Jana it would appoint two new board members with retail distribution experience — something Jana has said was lacking.

Agrium also proposed to appoint a mutually agreed upon director candidate, who had turned down an invitation by Jana to join its dissident slate.

The third candidate, whose name was removed from the settlement and joint press release Agrium publicized Monday, agreed to join the board, but only if the proxy contest ended.

Agrium said Rosenstein agreed on the morning of Feb. 10 to appoint either the mutually agreed upon candidate or one of its own to the board, along with the two directors Agrium picked.

Agrium said Jana also agreed to stop its activist shareholder initiatives until after the close of Agrium's 2014 annual general meeting and that the two companies would put out a joint press release announcing their settlement.

Later that afternoon, Agrium gave Jana the names of its two director nominees: former Viterra CEO Mayo Schmidt and former John Deere & Co. executive David Everitt.

Lawyers for both camps got to work hammering out the settlement until the afternoon of Feb. 11. A call between Wilson and Rosenstein was set up for 3 p.m. that day to finalize the details of the deal.

Agrium said that's when Rosenstein demanded to add two Jana nominees to the board, which Wilson refused. Discussions were then terminated.

It's looking likely that the battle will be resolved by a vote at Agrium's annual general meeting on April 9, scheduled about a month earlier than usual.