JANA Partners Rejects Agrium's Settlement Offer And Status Quo Directors

JANA Partners Rejects Agrium's Settlement Offer And Status Quo Directors 
Further Information Available at www.JANAAguAnalysis.com 
NEW YORK, Feb. 11, 2013 /CNW/ - JANA Partners LLC today released the following 
statement in response to the announcement by Agrium Inc. ("Agrium") (TSX / 
NYSE: AGU) that it will appoint new directors to its board: 
For over six years Agrium rejected the need for industry experience on the 
board and its CEO was quoted just days ago saying that there were "no 
shortcomings" related to its Retail business on the board and that industry 
experience was not a prerequisite for board service.  Then in response to 
growing shareholder pressure, Agrium acknowledged the need for such experience 
and said it would look for such directors, but also set forth a litmus test 
that such directors would not question management's prior performance or 
strategy, or in other words would agree to abdicate a director's primary 
function. 
Today, Agrium has completed that narrow search and announced two new directors 
who apparently meet management's criteria for board service by embracing an 
unquestioned status quo, despite the clear opportunities for value creation 
that shareholders have rallied around.  In short, Agrium continues to want to 
have it both ways, to keep acknowledging the points we have raised – first 
capital allocation and disclosure and now the need for relevant experience on 
the board – without having to embrace actual change.  Agrium also continues 
to refuse to acknowledge the need for independent voices on its board who will 
proactively seek out such shareholder-friendly improvements rather than 
waiting until they are forced to do so by shareholders, and who will work 
constructively with, not for, management.  We are highly confident that 
shareholders will see through Agrium's latest hollow attempt to fight off real 
value-maximizing change. 
JANA also commented upon false allegations made by Agrium in its release with 
respect to recent discussions between JANA and Agrium.  In recent days, Agrium 
approached JANA seeking a settlement and indicated that the company had 
identified new director candidates who would address the Agrium board's 
deficiencies in experience and that Agrium would commit to addressing the 
performance issues raised by JANA.  In reliance on these representations, JANA 
engaged in good faith discussions with Agrium regarding a mutually agreeable 
resolution.  However, Agrium then refused to commit itself to addressing any 
of the performance issues identified by JANA, and also revealed the names of 
new directors who JANA believes are insufficient to address the Agrium board's 
deficiencies.  As a result, JANA informed Agrium that the initial proposed 
resolution was unsatisfactory, and discussions terminated. 
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 
(Frankfurt: BNR). 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. (NYSE: MSM).  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 $4.5 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 
Copart, Inc. 
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 
takeovers for Asher Edelman's Plaza Securities Corporation.   Mr. Rosenstein 
graduated from Lehigh University (1981) Phi Beta Kappa and earned an M.B.A. 
from the University of Pennsylvania's Wharton School of Business (1984).  Mr. 
Rosenstein is a trustee of Brown University, the US Olympic Foundation, 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. 
Disclaimers 
JANA 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 expressed herein. 
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. JANA does 
not assume any obligation to update the forward-looking information. 
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. 
For more info contact JANA Partners LLC at (212) 455 0900 
http://www.JANAAguAnalysis.com 
SOURCE: JANA Partners 
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CO: JANA Partners
ST: New York
NI: FIN 2575 WNEWS  
-0- Feb/12/2013 00:10 GMT
 
 
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