JANA Partners today responded to the
release of proxy materials from Agrium Inc. ("Agrium") AGU.
"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."
Information in Support of Public Broadcast Solicitation
JANA is relying on the exemption under section 9.2(4) of National Instrument
51-102 – Continuous Disclosure Obligations to make this public broadcast
solicitation. The following information is provided in accordance with
corporate and securities laws applicable to public broadcast solicitations.
This solicitation is being made by JANA, and not by or on behalf of the
management of Agrium.
The address of Agrium is 13131 Lake Fraser Drive S.E., Calgary, Alberta T2J
7E8.
JANA has filed an information circular containing the information required by
Form 51-102F5 – Information Circular in respect of its proposed nominees,
which is available on Agrium's company profile on SEDAR at www.sedar.com and
at www.JANAAguAnalysis.com.
Proxies for the Agrium shareholders' meeting may be solicited by mail,
telephone, email or other electronic means as well as by newspaper or other
media advertising, and in person by managers, directors, officers and
employees of JANA, who will not be specifically remunerated therefor. In
addition, JANA may solicit proxies in reliance upon the public broadcast
exemption to the solicitation requirements under applicable Canadian corporate
and securities laws, conveyed by way of public broadcast, including through
press releases, speeches or publications, and by any other manner permitted
under applicable Canadian laws. JANA may engage the services of one or more
agents and authorize other persons to assist it in soliciting proxies on
behalf of JANA. All costs incurred for the solicitation will be borne by
JANA.
JANA has entered into agreements with Kingsdale Shareholder Services Inc.
("Kingsdale") and The Laurel Hill Advisory Group Company ("Laurel Hill")
pursuant to which Kingsdale and Laurel Hill have agreed to assist JANA in
soliciting shareholders should JANA commence a formal solicitation of
proxies. Kingsdale's responsibilities will principally include advising JANA
on governance best practices, where applicable, liaising with proxy advisory
firms, developing and implementing shareholder communication and engagement
strategies, and advising with respect to meeting and proxy protocol. Laurel
Hill will be principally responsible for the solicitation of retail
shareholders and other strategic advice. Pursuant to the agreement with
Kingsdale, for its solicitation services, Kingsdale would receive a fee in the
range of $125,000 to $250,000, plus disbursements and a telephone call fee.
In addition, Kingsdale may be entitled to a success fee on the successful
completion of JANA's solicitation, as determined by JANA in consultation with
Kingsdale. Kingsdale will also receive a separate fee for its other services.
Pursuant to the agreement with Laurel Hill, Laurel Hill would receive a fee of
up to $100,000, plus disbursements and a telephone call fee. In addition,
Laurel Hill will be entitled to a success fee of $100,000 on the successful
completion of JANA's solicitation. All costs incurred for the solicitation
will be borne by JANA.
JANA is not requesting that Agrium shareholders submit a proxy at this time.
Once JANA has commenced a formal solicitation of proxies, a registered holder
of common shares of Agrium that gives a proxy may revoke it: (a) by completing
and signing a valid proxy bearing a later date and returning it in accordance
with the instructions contained in the form of proxy to be provided by JANA,
or as otherwise provided in the final proxy circular, once made available to
shareholders; (b) by depositing an instrument in writing executed by the
shareholder or by the shareholder's attorney authorized in writing, as the
case may be: (i) at the registered office of Agrium at any time up to and
including the last business day preceding the day the meeting of Agrium
shareholders or any adjournment or postponement of the meeting is to be held,
or (ii) with the chairman of the meeting prior to its commencement on the day
of the meeting or any adjournment or postponement of the meeting; or (c) in
any other manner permitted by law. A non-registered holder of common shares
of Agrium will be entitled to revoke a form of proxy or voting instruction
form given to an intermediary at any time by written notice to the
intermediary in accordance with the instructions given to the non-registered
holder by its intermediary.
To the knowledge of JANA, neither JANA nor any of its managers, directors or
officers, or any associates or affiliates of the foregoing, nor any of JANA's
nominees, or their respective associates or affiliates, has: (i) any material
interest, direct or indirect, in any transaction since the beginning of
Agrium's most recently completed financial year or in any proposed transaction
that has materially affected or would materially affect Agrium or any of its
subsidiaries; or (ii) any material interest, direct or indirect, by way of
beneficial ownership of securities or otherwise, in any matter currently known
to be acted upon at the meeting of Agrium shareholders other than the election
of directors.
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