Jana Partners LLC has failed to take any seats on the Agrium Inc.’s board of directors; it was announced at today’s Agrium shareholders meeting. In all Jana was seeking to name five to the 12-member board.

Jana Chief Barry Rosenstein spoke at the meeting and lambasted Agrium for a “tainted” election. He said Jana believed it had initially won up to two seats on the board, until Agrium lobbied shareholders to change their votes. Jana said it would investigate Agrium’s push to get shareholders to change their votes. He also said Jana, Agrium’s largest shareholder with a 7.5 percent stake, was “not going away.”

Agrium said it was always just speculation that Jana had won two seats and that it was Jana’s loss, pure and simple, fair and square. The company said it was Agrium’s victory; it was decisive and the results were beyond reproach.

The Israeli government has informed the Beer Sheva District Labor Court that there are currently no talks for the sale of Israel Chemicals Ltd. to Potash Corp. of Saskatchewan Inc. An attorney representing the government, Yaakov Azulai, informed the court that there were talks in the past, but no formal talks are currently taking place.

However, the attorney representing ICL workers, Gideon Rubin, responded by demanding whether informal contacts or negotiations are taking place. His demand was part of a petition by the workers to receive timely updates and to monitor developments involving the status of the PotashCorp proposal for acquiring ICL. Last month PotashCorp said it would present an updated offer to take over ICL. Israeli government approval is necessary as it holds a golden share in the company following its privatization in the mid-90s. PCS currently holds just under 14 percent of ICL.

Jana Partners LLC today announced that Barry Rosenstein and David Bullock appear to have enough votes to be elected to the board of Agrium Inc. at tomorrow’s Annual General Meeting April 9. Jana says that while only Agrium knows the vote results for both sides, Jana believes these two of its five nominees will be elected. It bases this on the number of votes received by these nominees and the typical turnout for contested Canadian elections.

Jana thanked Agrium shareholders for casting approximately 59 million votes on the blue proxy for one or more of Jana’s nominees.

Jana said it has been informed that Agrium contacted some shareholders after Friday’s voting deadline, when Agrium received the full vote results, and asked them to switch their votes away from Jana’s nominees.

Jana said Agrium’s meeting rules permit it to extend the voting deadline without public notice if doing so would help the current board win reelection.

"We ask any shareholder contacted by Agrium to hold firm and contact us to correct anything they may hear," said Rosenstein. "Agrium moved up the voting by over a month to end the debate, and it should not extend it because the results were not to its liking."

"We also note that 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 favor such change," he added. "Now that this has been disproven, it is time to accept that result rather than continuing to fight behind the scenes."

Rosenstein also called on the Agrium board to put the campaign behind it and start the important work of coming together for the benefit of all shareholders.

"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 incentivizing management to profitably grow those businesses," he said. "There is also no harm that can come from hearing our opinions on matters where we disagree. We are ready to put this campaign behind us and turn to the much more fruitful task of working together collaboratively, and we ask that the full board join us in doing so."

Agrium Inc. today downplayed predictions by Jana Partners LLC that it would successfully elect at least two members to the Agrium board of directors. Agrium’s shareholder meeting is Tuesday, April 9.

“Agrium remains very confident it will prevail in the proxy contest,” it said in a statement. “Agrium notes that, like the company, Jana has been making the calls to shareholders over the weekend. If shareholders have any questions, please contact Agrium or its proxy solicitors."

Tessenderlo Kerley Inc. (TKI) and D&M Chem Inc. announced today the settlement of all patent infringement claims made by TKI against D&M Chem pertaining to TKI’s Surround® and Purshade® brands of sunburn and heat stress protectants. As part of the settlement, D&M Chem will continue to manufacture certain sunburn and heat stress protectant products under license from TKI. The remaining terms of the settlement are confidential.

TKI and Willamette AG Inc. also announced today an agreement that Willamette will continue to sell certain sunburn and heat stress protectant products under license from TKI. The remaining terms of their agreement are confidential.

TKI is a global leader in sunburn and heat stress protectant products marketed by NovaSource®, the company’s crop protection business unit. NovaSource acquires, develops, and markets crop protection products for niche agricultural uses globally.

TKI produces and markets specialty chemical solutions, including fertilizers, crop protection chemicals and process chemicals, and services to diverse markets around the globe. TKI operates 10 manufacturing plants in North America, in addition to an extensive terminal network. The company is a subsidiary of Tessenderlo Group, Brussels, Belgium.

BioNitrogen Corp., the Florida company that plans to build environmentally-friendly fertilizer plants using proprietary technology that converts biomass into urea, announced on April 2 that it has signed a supply agreement with United Suppliers Inc., Eldora, Iowa, for the offtake of urea fertilizer from BioNitrogen’s planned facilities in Pointe Coupee Parish, La.

BioNitrogen reported in March (Green Markets March 4, p. 13) that it plans to build five urea plants on approximately 250 acres next to the Pointe Coupee Parish Port near Lettsworth, LA. The new agreement will provide United Suppliers with approximately 124,200 st/y of urea per plant for 25 years.

“The agreement for these plants provides a framework for building plants in a strategic area to provide green domestic urea to our nitrogen fertilizer customers based on BioNitrogen’s sourcing of biomass raw material,” said Matt Carstens, vice president of crop nutrients for United Suppliers. “It will enhance our ability to obtain U.S. manufactured fertilizer from BioNitrogen.”

This is the latest in a series of agreements between BioNitrogen and United Suppliers, a wholesale organization owned by some 735 ag retailers in 20 states and three Canadian provinces. In August 2012, the two companies reported that United Suppliers had been given the right of first refusal of biomass-based urea produced by any future BioNitrogen plants in North America (Green Markets Aug. 20, 2012). Earlier in 2012, the companies signed a purchase contact whereby BioNitrogen agreed to provide United Suppliers with some 1.25 million st of urea over a 10-year period – or 125,000 st/y – from up to three BioNitrogen plants planned in western Texas (Green Markets March 19, 2012).

“We are pleased to further our relationship with United Suppliers,” said Bryan Cornegay Jr., BioNitrogen president and CFO. “This supply agreement is another important step toward providing green domestic urea fertilizer made from U.S. biomass to North American farmers.”

BioNitrogen has signed a letter of intent to buy the land for the Pointe Coupee plants, and has been granted preliminary approval by the Louisiana Community Development Authority to issue up to $1.25 billion in tax-exempt bonds to fund the land purchase and the development and construction of the facilities. Cornegay said the company hopes to start construction of the plants in 2014, with 2015 being the first full year of operations. The five plants would be built in succession, and each will have a staff of approximately 52 full-time employees when operational.

BioNitrogen’s first biomass urea plant is planned for Hardee County, Fla. The company recently received approval from the state of Florida to issue up to $175 million in tax-exempt bonds to build the facility (GM March 4, p. 13), and also signed a deal with CF Industries Holdings Inc. to remove trees from CF’s phosphate mining lands in Florida to supply the Hardee County plant.

Pinnacle Agriculture Holdings LLC , through its subsidiary Jimmy Sanders Inc., has acquired the assets of Freeman & Son Seed Company, a full-service agricultural retailer in Sudlersville, MD.

Freeman was founded by Steve Freeman in 2006, and provides seed, crop protection products, and agricultural consulting services to growers throughout the Delmarva (Delaware, Maryland, Virginia) area.

“I am very pleased to welcome Freeman & Son Seed Company to Pinnacle, where they will operate as a member of the Sanders team,” said Kenny Cordell, CEO of Pinnacle. “Steve Freeman is an accomplished seedsman and is highly respected by customers in the Delmarva region and beyond. Steve and his team are dedicated professionals who we are excited to have represent us on the East Coast.”

The announcement comes just weeks after Pinnacle reported that it had acquired the assets of 3-D Chemicals LLC, 3-D Chemicals Inc., 3-D Fertilizer LLC, and 3-D Fertilizer Inc. in St. Martinville, LA (GM March 18, p.1). According to its website, Pinnacle’s mission is to create a “best in class crop input provider in the U.S.” through acquisitions and greenfield retail establishment. The company, which was established in mid-2012 by a management team led by Cordell and financed by Apollo Global Management LLC, plans to be a top five retail supplier in the U.S. by 2017.

“The Pinnacle strategy is extremely exciting and will create new opportunities for our business to continue providing our customers with the highest level of service possible,” said Freeman. “We are aligning with a team that is committed to innovation and capable of delivering new solutions to farmers.”

CHS Inc. more than tripled its net income attributable to CHS for the quarter ending Feb. 28, 2013 from the year-ago quarter to $275.1 million compared to $78.5 million. The Energy segment lead the way with a huge increase in income to $234.2 million, up from $42.1 million. The Ag segment, which includes crop nutrients, was also up at $50.4 million from $36.2 million.

For the first six months, CHS reported record income at $618.8 million, up from the year-ago $494.4 million. Energy income was $487.2 million, up from $439.4 million, while Ag was $162.8 million, up from $157.5 million.