JANA Partners Announces Candidates For Agrium Board
NEW YORK, Nov. 19, 2012
NEW YORK, Nov. 19, 2012 /PRNewswire/ -- JANA Partners LLC today announced four
independent director candidates it intends to propose together with JANA
Managing Partner Barry Rosenstein for election to the Board of Agrium Inc.
("Agrium") (TSX / NYSE: AGU): David Bullock, Stephen Clark, Mitchell
Jacobson, and The Honourable Lyle Vanclief. JANA believes that these
individuals will add critical oversight to a Board that for years has
tolerated suboptimal capital allocation, failure to manage costs, structural
issues, lack of transparency, and share price underperformance relative to a
weighted average of Agrium's peers and to its potential. JANA, which was
already Agrium's largest shareholder, also disclosed that its stake has risen
to more than 6% of Agrium's shares. Updated information is available at
Three of JANA's candidates are seasoned distribution executives with proven
records creating value as operators, and in some cases directors, at companies
recently cited by Agrium as peers for its distribution business ("Retail"),
while none of Agrium's current independent directors have such experience
despite the substantial size and significance of Retail. These individuals
also have direct experience operating distribution businesses in the U.S.,
Retail's principal market, as well as other geographies. JANA's fourth
independent candidate is the former Canadian Minister of Agriculture, who will
bring to the Board his experience dealing with complex agricultural issues in
government as well as his prior direct experience operating a commercial farm.
"Agrium's Board has had every opportunity to respond constructively to our
analysis, and instead simply attempted to avoid the issues," said Rosenstein,
citing the following governance lapses:
oRefusal to Respond: As one leading analyst who has not sided with JANA or
Agrium noted, "the consensus seems to be that Agrium is going out of its
way to avoid addressing JANA's questions head on" and "the depth and
breadth of unanswered questions at Agrium makes it a clear and troubling
outlier in an industry known for relatively good disclosure practices."
(CLSA, Nov. 5, 2012)
oManipulative Analysis: When challenged to address Retail's
undervaluation, Agrium simply changed the Retail valuation comparables it
had advocated for years to include new lower-multiple (and in most cases
inapplicable) "midnight" comparables in order to avoid the issue.
Referring to this "switcheroo," a Wall Street Journal writer noted "it
seems odd that Agrium, having done so many retail deals, would have
directed analysts toward such a different peer group only last year,"
which "also calls into question how much value really has been created by
Agrium's retail strategy." (Aug. 21, 2012)
oFailing to Keep Shareholders Informed: Agrium kept shareholders in the
dark before its recent significant earnings miss, despite having embarked
on a lengthy shareholder outreach tour to tout its short-term performance
following JANA's engagement, and also repurchased significant amounts of
its stock at much higher prices just before this miss led to a significant
stock price decline.This means that the Board either sought to keep this
news from shareholders for as long as possible or has no handle on
Agrium's business, neither of which is acceptable.
oUnverified Claims of Support: Rather than discuss the merits, Agrium
claims that shareholders support the status quo, yet independent observers
refute this claim and Agrium has begun implementing some of JANA's
proposals, including dramatically increasing its capital return and
improving its disclosure. In the words of one Globe & Mail writer, "For a
firm that says it has strong support from an overwhelming number of
shareholders, Agrium Inc. is sure doing what it can to keep them happy."
(Oct. 22, 2012)
oAbdicating Judgment to Mercenary Advisors. To defend its structure and
strategy, Agrium turned to the same defense bankers at Morgan Stanley that
argued against its structure and strategy in defending CF Industries
against Agrium's hostile takeover attempt. As one analyst noted, "the
Board's response to very reasonable questions was to hire the most
anti-shareowner advisor it could find." (CLSA, Nov. 5, 2012)
JANA's candidates collectively possess the skills and experience to help the
Board address, rather than avoid, the critical issues facing Agrium including:
oDriving Operational Performance: Despite spending more than $4 billion in
Retail acquisitions, Agrium has failed to leverage this growth to manage
operating costs the way other distribution companies have, causing Agrium
to substantially underperform its potential, while JANA's candidates with
distribution experience have helped successfully integrate and grow
distribution businesses including realizing substantial cost synergies and
margin expansion.In addition, Agrium has failed to utilize best-in-class
Retail metrics to appropriately measure performance over time and set
future performance targets, which JANA's candidates can help address given
oImproving Capital Allocation: Agrium has consistently failed to generate
acceptable returns on acquisitions and investments, properly manage
working capital in Retail, and, until prodded by JANA, had the worst
record among peers in returning capital to shareholders, while JANA's
candidates have the experience to address these issues.
oFixing Agrium's Structure: Given Retail's persistent undervaluation,
Agrium is in dire need of an unbiased review of its conglomerate structure
free of the tainted advice of its current mercenary defense advisors who
have been tasked with defending the status quo.The importance of
addressing Retail's undervaluation honestly was recently highlighted by a
leading industry analyst who has not sided with JANA or Agrium, and who
noted that "we view JANA Partners' campaign to have the company spin off
retail and increase cash distributions to shareholders as a positive as it
highlights the hidden value of retail." (Susquehanna Financial Group, Nov.
Stephen Clark, who has more than 30 years of distribution experience,
commented that, "Agrium has enormous additional value creation potential, and
I'm confident that I can put my distribution experience to work helping the
board to unlock that value for all shareholders."
"At the end of the day, Agrium's future is in the hands of its shareholders,"
Rosenstein added, "and we believe they will overwhelmingly support change to
realize Agrium's true value."
Each of JANA's candidates has invested personally in Agrium and will also be
incentivized by JANA based upon the performance of Agrium's shares for all
Agrium shareholders.JANA stated today that it is willing to work with the
current Board to ensure that any changes in composition will not raise
regulatory issues for or burdens on Agrium, including with respect to the
number of Canadian directors who are ultimately seated.
Biographical Information for JANA's Candidates
David Bullock: Mr. Bullock was the Chief Financial Officer of Graham
Packaging Inc. ("Graham Packaging"), a global supplier of plastic packaging,
from 2009 to 2011, where he led the company from private ownership under
Blackstone to a public listing and its ultimate sale to Reynolds Group at a
substantial premium to its IPO price.
Prior to Graham Packaging, Mr. Bullock was Chief Financial Officer (2003-2007)
and Chief Operating Officer (2007-2008) of United Agri Products, Inc. ("UAP")
which, prior to its acquisition by Agrium, was the largest independent
distributor of agricultural input products in the U.S. and Canada with
approximately 350 stores. At UAP, Mr. Bullock was responsible for improving
the business including the creation and implementation of its supply chain and
logistics strategy and implementation of its core operating systems and
controls. UAP was cited by Agrium's financial advisor, Morgan Stanley, as the
best comparable peer for Agrium's Retail business (see Agrium's August 20,
2012 Investor Update, page 9).
Mr. Bullock was a key member of the management team that created substantial
value by separating UAP from agricultural conglomerate ConAgra Foods, Inc. in
an acquisition by Apollo Management and then turning UAP around through
substantial operating improvements. Mr. Bullock also oversaw the subsequent
public offering of UAP and its eventual sale to Agrium at a substantial
premium to its IPO price. The successful turnaround of UAP has made it one of
the top performing investments in Apollo's history. Prior to UAP, Mr. Bullock
held management positions with FMC Corporation. Mr. Bullock has a B.S. from
Lehigh University and an M.B.A. from Cornell University.
According to JANA, during Mr. Bullock's tenure at UAP from 2002 to 2008, the
company experienced significant operating profit growth and margin expansion,
driving EBITDA growth of more than 16% per year.
Stephen Clark: Mr. Clark is a member of the Supervisory Board of Brenntag AG.
Mr. Clark had previously served as Chief Executive Officer from 2006 to 2011
and as President of Brenntag North America from 1990 to 2006. Mr. Clark
managed Brenntag during its private ownership by two different private equity
investors (Bain Capital and BC Partners), and then led the company through a
successful public offering in 2010. Brenntag AG is the global market leader
in distribution for industrial and specialty chemicals with over $12 billion
in total sales and an enterprise value of more than $8 billion. Brenntag was
cited by Agrium's financial advisor as a relevant distribution peer for
Agrium's Retail business (see Agrium's August 20, 2012 Investor Update, page
10).Mr. Clark is a graduate of Pennsylvania State University.
According to JANA, during Mr. Clark's tenure as CEO from 2006 to 2011,
Brenntag grew EBITDA by more than 15% per year and the company experienced
significant margin expansion despite a challenging macroeconomic environment,
and since the company's IPO, Brenntag shareholders have realized a total
annual return of 25% per year through November 16, vs. a 3% annual return for
the STOXX 600 index over the comparable period.
Mitchell Jacobson: Mr. Jacobson is Chairman of the Board and one of the
principal shareholders of MSC Industrial Direct Co., Inc. Mr. Jacobson
previously served as Chief Executive Officer of MSC from its formation as a
public company in October 1995 to November 2005, and has since served as its
Chairman and remained its largest shareholder. MSC today has a $4 billion
market capitalization and is one of the largest distributors of a broad range
of metalworking and maintenance, repair and operating products with over
600,000 unique SKUs and over 100 branches in the United States.MSC was also
cited by Agrium's financial advisor as a relevant distribution peer for
Agrium's Retail business (Agrium's August 20, 2012 Investor Update
presentation, page 10, footnote 1).
In addition to his experience with MSC, Mr. Jacobson is an investor and board
member of privately held HD Supply, Inc., a leading industrial distributor for
professional customers in the infrastructure, maintenance, repair and
improvement and specialty construction markets with approximately $8 billion
in annual sales.He is a member of the Board of Trustees for both New York
University and the New York University School of Law and is a member of the
Investment Committee of the New York University School of Law Foundation. He
serves as a Trustee for New York-Presbyterian Hospital and is a member of the
Hospital's Investment Committee as well as Co-Chair of the Hedge Fund
Subcommittee and a member of both the Asset Allocation and Private Investments
Subcommittees. Mr. Jacobson is a graduate of Brandeis University and the New
York University School of Law.
According to JANA, under Mr. Jacobson's leadership, MSC has grown operating
profit more than 12 fold since its IPO through August 2012, representing
compound annual growth of 16%, in the process realizing operating leverage and
margin expansion, and over this 17 year time period MSC's shareholders have
realized a total annual return of 12% per year through November 16, vs. a 7%
annual return for the S&P 500 index over the comparable period.
The Honourable Lyle Vanclief, P.C., P.AG (Dist): Mr. Vanclief was formerly
the Minister of Agriculture and Agri-Food Canada (1997-2003) and a Member of
Parliament (1988-2004). In his role as Minister, Mr. Vanclief had
responsibility for a $140 billion industry and oversaw a Ministry with 12,000
employees. His responsibilities as Minister included stewardship of various
Canadian federal agencies including the Canadian Food Inspection Agency, Farm
Credit Canada, the Canadian Dairy Commission, the Canadian Grain Commission
and the National Farm Products Council.
Prior to his government service, Mr. Vanclief spent twenty-two years as an
entrepreneur in the agriculture industry, during which time he built Willowlee
Farms Limited into a diversified fruit, vegetable, grains, oilseeds and
livestock operation in Prince Edward County, Ontario.Mr. Vanclief currently
serves on the board of Bioniche Life Sciences Inc. Mr Vanclief is a graduate
of the University of Guelph in Crop Science, a professional Agrologist, a
Fellow of the Agricultural Institute of Canada, a graduate of the Directors
Education Program at the Rotman School of Management (University of Toronto)
and is an Institute certified director with the professional designation
ICD.D. Currently he provides agricultural and agri-food consulting.Mr.
Vanclief was inducted into the Canadian Agricultural Hall of Fame in 2010.
Barry Rosenstein: Barry Rosenstein is the founder and Managing Partner of
JANA Partners LLC, an investment advisor with approximately $3.5 billion in
investments and commitments, founded in 2001, and registered with the United
States Securities and Exchange Commission. JANA is a recognized leader in
creating value through shareholder activism and has on numerous occasions
successfully challenged boards and management to focus on creating shareholder
value, including with respect to Marathon Petroleum, TNT, McGraw Hill, El
Paso, Charles River, CNET, Kerr-McGee Corp., Artesyn Technologies, Houston
Exploration Company, InterCept and SourceCorp.Mr. Rosenstein has served on
several public boards including the boards of Convergys Corporation and
Prior to establishing JANA, Mr. Rosenstein was the founder and Managing
Partner of Sagaponack Partners, a private equity fund.Mr. Rosenstein began
his career as an investment banker specializing in mergers and acquisitions
with Merrill Lynch in New York and was also a principal in charge of corporate
takeover for Asher Edelman's Plaza Securities Corporation.Mr. Rosenstein
graduated from Lehigh University (1981) Phi Beta Kappa and earned an MBA from
the University of Pennsylvania's Wharton School of Business (1984).Mr.
Rosenstein is a trustee of Brown University and the 92nd Street Y in New York
City and a board member of Make the Road New York.
All $ amounts refer to US dollars.
The Shareholder has not sought or obtained consent from any third party to the
use herein of previously published information. Any such information should
not be viewed as indicating the support of such third party for the views
Except for the historical information contained herein, the matters addressed
in these materials are forward-looking statements that involve certain risks
and uncertainties. You should be aware that actual results could differ
materially from those contained in the forward-looking statements. The
Shareholder does not assume any obligation to update the forward-looking
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
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.
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
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 the
Shareholder 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.
For more info contact JANA Partners LLC at (212) 455 0900
SOURCE JANA Partners LLC
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