Agrium Remains Committed to Its Highly Successful Integrated

Agrium Remains Committed to Its Highly Successful Integrated
Strategy; JANA's Attempt to Run Its Own Slate is Almost Certain to
CALGARY, ALBERTA -- (Marketwire) -- 11/19/12 -- Agrium Inc. ("Agrium"
or the "Corporation") (TSX:AGU) (NYSE:AGU) commented today on the
announcement by JANA Partners LLC that it plans to run its own slate
of nominees for election to Agrium's Board.  
In a statement, Agrium President and CEO Mike Wilson said:  
"The facts are straightforward. Agrium remains committed to its
highly successful integrated strategy. JANA has been trying for over
six months to obtain support for its idea that Agrium should spin off
or sell its retail operations. Agrium's shareholders have
overwhelmingly rejected JANA's ideas. As a result, we believe JANA's
attempt to run its own slate for Agrium's Board is almost certain to
"The fundamental question is whether or not a break-up of Agrium
would create compelling, sustainable value for its shareholders. As
we have made clear, the breakup of Agrium will destroy value rather
than create it."  
"Before reaching the unanimous conclusion to reject a spin off of
Retail, the independent directors of the Board spent two months
evaluating all of JANA's ideas with our independent financial
advisor. Since that time, our management team has devoted an
extraordinary amount of time meeting with our analysts and our
shareholders, including JANA, to review our integrated strategy and
discuss JANA's ideas."  
"We listen to our shareholders and the overwhelming majority continue
to support the company's position. Over the past year, Agrium has
implemented three dividend increases, a Cdn$900-million share buyback
and supplemented our retail disclosure. Other than JANA, shareholders
are not asking Agrium to consider a Retail spin-off or to evaluate
any other structural changes. Shareholders have told us that they
invest in Agrium in part because they want exposure to retail and the
advantages of our integrated model." 
About Agrium  
Agrium Inc. is a major Retail supplier of agricultural products and
services in North America, South America and Australia and a leading
global Wholesale producer and marketer of all three major
agricultural nutrients and the premier supplier of specialty
fertilizers in North 
America through our Advanced Technologies
business unit. Agrium's strategy is to grow across the value chain
through acquisition, incremental expansion of its existing operations
and through the development, commercialization and marketing of new
products and international opportunities. Our strategy places
particular emphasis on growth opportunities that both increase and
stabilize our earnings profile in the continuing transformation of
Forward-Looking Statements  
Certain statements and other information included in this press
release constitute "forward-looking information" within the meaning
of applicable Canadian securities legislation or constitute
"forward-looking statements" within the meaning of applicable U.S.
securities legislation (collectively, the "forward-looking
statements"). All statements in this press release, other than those
relating to historical information or current conditions, are
forward-looking statements including, but not limited to, statements
as to management's expectations with respect to, business and
financial prospects, the execution of its business strategy, the
creation of value for shareholders and the future performance and
value of its retail operations. These forward-looking statements are
subject to a number of risks and uncertainties, many of which are
beyond our control, which could cause actual results to differ
materially from such forward-looking statements, and are qualified by
the assumptions that are stated or inherent in such forward-looking
Events or circumstances that could cause actual results to differ
materially from those in the forward-looking statements include, but
are not limited to, the expected combination benefits and costs
savings from recent transactions not being fully realized or not
being realized within the expected time frame, disruptions from the
transactions making it more difficult to maintain relationships with
customers, employees and suppliers, recent or proposed business
acquisitions not being integrated successfully or such integration
being more difficult, time-consuming or costly than expected, delays
or difficulties with the planned increase in potash production
capabilities or expansion of the Egyptian nitrogen facility, general
business and economic conditions, interest rates, exchange rates and
tax rates, weather conditions, crop prices, the supply, demand and
price level for our major products, gas prices and gas availability,
operating rates and production costs, domestic fertilizer consumption
and any changes in government policy in key agriculture markets,
including the application of price controls and tariffs on
fertilizers and the availability of subsidies or changes in their
amounts, changes in development plans, construction progress,
political risks, including civil unrest, actions by armed groups or
conflict, governmental and regulatory requirements and actions by
governmental authorities, including changes in government policy,
changes in environmental, tax and other laws or regulations and the
interpretation thereof and other risk factors detailed from time to
time in Agrium reports filed with the Securities and Exchange
Commission or Canadian securities regulators. Agrium disclaims any
intention or obligation to update or revise any forward-looking
statements in this press release as a result of new information or
future events, except as may be required under applicable U.S.
federal securities laws or applicable Canadian securities
Agrium Inc.
Richard Downey
Vice President, Investor/Corporate Relations
(403) 225-7357 
Agrium Inc.
Todd Coakwell
Manager, Investor Relations
(403) 225-7437 
Agrium Inc.
Mark Thompson
Analyst, Investor Relations
(403) 225-7761
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