TORONTO (miningweekly.com) – New York-based hedge fund Jana Partners on Monday said it believed it had received enough votes to get two of its five nominees elected to the board of Canadian fertiliser producer Agrium at the company's annual general meeting (AGM) on Tuesday.

Jana and Agrium had been at loggerheads in a bitter months-long proxy fight.

To Agrium, Jana is a hedge fund determined to break up the company and sell its part for quick cash, and to Jana, Agrium is a constant underperformer that has mismanaged its business, lacked proper board oversight and been stubborn to change.

For the two companies high noon approaches on Tuesday, when Agrium holds its AGM and shareholders would vote on whether to elect Jana's five nominees to the company's 12-member board.

Jana in a statement on Monday said that it believed both managing partner Barry Rosenstein and another of its nominees David Bullock had received enough votes as of the voting deadline on Friday.

The hedge fund in a statement said: “While only Agrium knows the vote results for both sides, based on the number of votes received by these nominees and the typical turnout for contested Canadian elections, and leaving aside the potential impact of Agrium's offer to pay financial advisers and brokers for favourable votes, it appears that both will be elected”.

Nevertheless, Jana said certain shareholders complained of having been contacted after the deadline and being asked to switch their votes to support Agrium’s nominees. Jana alleged Agrium's meeting rules permitted it to extend the voting deadline without public notice if doing so would help the current board win re-election.

Jana earlier this month criticised Agrium for paying brokers and financial advisers 25c for each vote their clients cast in favour of existing board directors, between a minimum of $100 and a maximum of $1 500 per shareholder.

Jana on Monday itself asked shareholders to contact it if Agrium or its proxy solicitors had contacted them, or if shareholders had any questions for clarification.

Jana, which had spent more than $1-billion to acquire a 7.5% stake in Agrium – making it Agrium’s largest shareholder and operated under the leadership of Rosenstein – had made a number of uneasy proposals for change at Agrium, of which the most important was its intention to spin-out Agrium's retail business into a separate company.

Jana in January said while Agrium had “reluctantly” moved to address certain issues first raised privately, such as boosting its capital return to shareholders and beginning to improve disclosure in its retail business, it wanted to see the board address more issues. This included an independent review to spin-out the retail business, tighter capital management, improved governance and cost cutting.

However, Agrium had contended that Jana's main objective was to split the company by using “Trojan horse tactics”.

“Agrium's opposition to adding a minority of new voices to the board was based on its claim that an overwhelming number of shareholders did not favour such change.

“Now that this has been disproven, it is time to accept that result rather than continuing to fight behind the scenes. There is no good reason why the full board cannot work with a small number of new directors, particularly given the many areas of mutual agreement, including the importance of cost management, the benefits of a shareholder-friendly capital allocation policy, the value of enhanced disclosure to shed light on the value of Agrium's businesses, and the benefits of properly incentivising management to profitably grow those businesses," Rosenstein said.

Rosenstein and Bullock were backed by proxy advisory firm ISS. Other proxy advisory firms Glass, Lewis, Pensions Investment Research Consultants and Egan-Jones have endorsed Agrium's existing board.

Agrium’s TSX-listed stock on Monday closed 1.63% higher at C$99.33 apiece.