Agrium, target of activist investor Jana, reports higher Q4 earnings

CALGARY - Agrium Inc., which is embroiled in a proxy fight with its largest shareholder, reported higher fourth-quarter profits and sales on Thursday.

The Calgary-based fertilizer giant says net earnings for the last three months of 2012 were $354 million, or $2.34 per share, up from $193 million, or $1.20 per share, a year earlier.

Sales were $3.26 billion, up from $3.18 billion.

The results were helped by a $22 million recovery of previously paid and disputed guarantees for letters of credit in an AWB Ltd. investment. AWB is the Australian grain handler Agrium acquired in 2010.

The quarter also included an $18 million recovery in share-based expense payment expenses.

Without those items, net earnings would have been $326 million, or $2.16 per share.

The earnings beat analyst expectations of $2.02 per share, while revenue came in line with Street predictions, according to Thomson Reuters.

The dispute with Jana Partners LLC went public in August, after the New York hedge fund had first approached Agrium privately in May. The fund has spent $1 billion for a 6.5 per cent stake in the fertilizer giant.

Among other things, Jana wants Agrium to split its retail division, which sells seeds, fertilizers and other products to farmers, from its wholesale segment.

Agrium says that proposal would expose shareholders to too much risk and destroy value.

Agrium's retail segment had record sales of $2 billion during the fourth quarter, an increase of eight per cent, compared to $1.8 billion a year earlier.

"The increase was primarily due to a combination of the large winter wheat crop planted, early harvest and favourable weather conditions for the fall application season in the U.S.," Agrium said.

Wholesale had sales of $1.4 billion, a slight dip from the record $1.5 billion it reported during the same quarter of 2011.

Jana has also attacked Agrium for its costs, capital allocation and governance.

The fund wants to appoint five directors to 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.

Last week, Agrium put forward two of its own candidates, former Viterra Inc. CEO Mayo Schmidt and former Deere & Co. executive David Everitt.

Agrium said it had been close to reaching a compromise with Jana to put an end to what has become a bitter proxy fight, but that the hedge fund "reneged" at the "last minute." Jana takes issue with that version of events.

In an open letter to Agrium shareholders earlier this week, Jana said neither Schmidt nor Everitt have the adequate distribution experience that Agrium needs and were "pre-screened to ensure compliance with the status-quo."

The letter also took aim at Agrium's decision to schedule its annual general meeting on April 9, a month earlier than the event normally takes place. Agrium says it wants to get the battle over with, while Jana accuses it of cutting short the debate.

Agrium shares dropped 1.8 per cent to $108.75 on the Toronto Stock Exchange Thursday.