JANA Partners Responds To Agrium's Proxy Circular And Defense Of The Status Quo

JANA Partners responded to the release of proxy materials from Agrium Inc. (AGU.TO, AGU). Agrium announced yesterday that it has commenced mailing its Proxy Circular in advance of the Annual General Meeting of Shareholders that will take place in Calgary, Alberta on April 9, 2013.

It said: "Agrium is proudly defiant in its continued refusal to consider any new means to reverse its historical underperformance compared to its true potential. However, nothing in Agrium's new appeal to shareholders addresses the board's total failure to unlock Agrium's true value potential and its entrenched defense of the status quo at any cost. After you wash away the diversions and distortions, the truth remains that Agrium has significantly underperformed its peer weighted average, has destroyed value through its failed strategy and lack of proper board oversight, and would benefit greatly from the experience, independence and shareholder mindset that our nominees will bring to Agrium's board.

"Agrium continues to focus only on our comments about its conglomerate structure because they have no compelling response on the issues we have raised with respect to costs, controls, capital allocation and corporate governance. As for the issue of structure, Agrium pounds its chest but the fact is that the board has refused to conduct anything other than a rigged review of Agrium's persistent undervaluation based on distorted analysis. A board in search of all means to deliver value for shareholders would conduct a searching review of the issue and accept whatever the results are, as our independent nominees would do.

"With respect to Agrium's attacks on our directors, this is another diversionary tactic from a board that knows it is losing shareholders because of its inability to unlock Agrium's true value potential. The truth is that our nominees only stand to gain to the extent that all shareholders gain and each meets the independence requirements of the CBCA, the NYSE and Agrium's own governance guidelines. Agrium has known this since we first disclosed our director nominees four months ago but is raising it now out of desperation. It is also preposterous that a board chairman that has purchased literally zero shares personally in almost seven years and a board that overall has invested so little personally in their own stock, and has acted accordingly, would seek to make an issue out of director alignment with shareholders.

"We think Agrium can do better than the status quo and that shareholders expect a board that will challenge underperformance, which is what our nominees will do. If these are Agrium's best arguments, we feel even more confident that real change is coming. We ask Agrium shareholders to stay tuned, as we will address Agrium's distortions and diversions in more detail shortly."

The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.

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The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.

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