JANA Declines Agrium's Invitation To Join It In The Mud

Further Information Available at www.JANAAguAnalysis.com 
NEW YORK, Feb. 25, 2013 /CNW/ - JANA Partners LLC today responded to a new 
presentation released today by Agrium, Inc. ("Agrium") (TSX / NYSE: AGU) in 
which Agrium rehashes for a second straight week its factually inaccurate and 
diversionary account of the recent settlement discussions between Agrium and 
JANA.  These talks ended two weeks ago when JANA rejected Agrium's settlement 
offer because Agrium chose new directors who lack relevant industry experience 
and because Agrium refused to commit to fully exploring opportunities for 
substantial value creation in the "5 C's":  Costs, Controls, Capital 
Allocation, Conglomerate Structure and Corporate Governance. 
"We are sure that Agrium would love nothing more than to spend the remaining 
weeks before the shareholder vote debating its fabricated version of our 
settlement discussions rather than the substantive issues," said JANA Managing 
Partner Barry Rosenstein.  "This would spare Agrium from addressing the 
market's overwhelmingly negative reaction to its new directors who were 
hand-picked just weeks before a shareholder vote and who lack the industry 
experience and independence necessary to help unlock Agrium's full value, and 
its refusal to engage on the issues."  Rosenstein noted, however, that the 
relevant facts are indisputable: 

    --  Agrium's entrenched response is entirely unrelated to
        shareholder value creation. JANA has invested more than $1
        billion in Agrium and has a proven track record of working
        constructively with boards and management to achieve one goal:
        maximizing shareholder value. Rather than embrace the
        opportunity to create substantial value and JANA's
        highly-qualified and independent nominees, Agrium has fought to
        protect the status quo, despite years of relative
        undervaluation and underperformance. In fact, despite its
        supposed confidence in shareholder support, Agrium has resorted
        to a gimmicky attempt to cut off debate by moving up its annual
        meeting by over a month. As one analyst noted, "Friday after
        the close at the start of a holiday weekend isn't typically
        when company boards disclose things they are proud of" (Credit
        Agricole analyst quoted in today's Financial Times)
    --  Agrium's new directors lack relevant experience. Neither of
        Agrium's new directors has significant 'breaking bulk'
        distribution experience. Three of JANA's nominees bring a
        combined 75-year track record of value creation in distribution
        and all five will bring a much-needed enhanced focus on
        shareholder value creation.
    --  Agrium's new directors lack sufficient independence. Prior to
        picking its two new directors, Agrium's CEO publicly disclosed
        his loyalty test for new directors, primarily that they not
        question management's strategy or performance, thus upending
        modern notions of good corporate governance. One of these
        directors, former Viterra CEO Mayo Schmidt, received C$30
        million when Agrium acquired Viterra's distribution business.
    --  Momentum for real change continues to grow. Agrium's new
        management-approved directors and entrenchment efforts were
        followed by a 12% decline in its stock price, well below its
        weighted average peer group, indicating strong dissatisfaction
        with the status quo.

"We are confident that Agrium shareholders can see through the diversionary 
tactics," Rosenstein concluded, "and that they will embrace the 
highly-qualified and independent nominees we have proposed who can put Agrium 
on the path to substantial new value creation."

Addendum:  Corrected Chronology of Talks Between JANA and Agrium

It is not surprising that Agrium wants to shift the focus from shareholder 
rejection of its directors and the status quo back to its distortion-filled 
account.  In fact, Agrium has been trying to sell its untruthful version of 
events to the media since our talks ended, and having failed to find any 
takers, has now resorted to self-publishing its own faulty work two weeks 
later.  While we will continue to focus on the issues, for any shareholders 
who are interested, or for scholars of board entrenchment tactics, we offer 
the following corrected timeline.
    --  Friday, February 8(th) - Agrium's lawyers approached JANA
        offering a settlement whereby Agrium would appoint one director
        selected by JANA and two new directors chosen by Agrium who it
        claimed would address the board's lack of industry experience,
        but declined to identify these directors (Agrium would in fact
        refuse to disclose such identities for over 48 hours, until
        near the end of the talks).
    --  JANA responded in writing that it was willing to explore a
        settlement on these terms provided that Agrium's new directors
        prove to be acceptable to JANA and that Agrium commit to fully
        exploring in some manner the issues raised by JANA in this
        campaign in the areas of Costs, Capital Allocation, Controls,
        Conglomerate Structure (which JANA requested a new independent
        review of given the highly flawed structural review process
        conducted by Agrium) and Corporate Governance.
    --  Saturday, February 9(th) - Rather than agreeing to fully
        explore such issues, Agrium repeatedly demanded that JANA
        embrace propaganda written by Agrium praising its performance
        on the very issues that JANA has identified as areas for
        substantial improvement, and repeatedly threatened to end
        discussions unless JANA agreed to do so, which JANA never did.
    --  Sunday, February 10(th) – Agrium's CEO and JANA's
        Managing Partner agreed that the settlement structure offered
        by Agrium would be acceptable, if Agrium's new directors (whose
        identities had still not been disclosed at that point) proved
        acceptable and if Agrium agreed in some form to exploring the
        issues raised by JANA (neither of which occurred).
    --  JANA entered into drafting discussions with Agrium's counsel
        that evening on a settlement agreement and press release, in
        case Agrium's new directors proved acceptable (which they
        ultimately did not) and in case Agrium agreed to exploring the
        issues raised by JANA in some form (which it ultimately did
        not). The press release disclosed today by Agrium was drafted
        by Agrium itself and was never approved by JANA, and includes
        self-praise Agrium tried to put in our mouths. These legal
        documents were worked on by JANA to try to accommodate a
        self-imposed deadline set by Agrium for reaching agreement, and
        Agrium's attempt to use a press release it drafted itself and
        we never agreed to in order to evidence its false claims speaks
        volumes about the current board's integrity and the need for
    --  Monday, February 11(th) – After reviewing the
        qualifications of Mayo Schmidt and David Everitt, who Agrium
        refused to identify until after 7pm on Sunday night which was
        more than 48 hours after discussions began, and in light of
        Agrium's continued refusal to commit in any manner to exploring
        the areas for improvement identified by JANA, JANA informed
        Agrium that its settlement offer was insufficient and more
        would be required to reach agreement, at which points these
        settlement discussions ended.

It appears that Agrium was never serious about appointing highly-qualified 
independent directors who could critically review the status quo, or to 
committing to fully explore the myriad opportunities for substantial 
additional value creation at Agrium, and was simply looking for a way to avoid 
a proxy fight that we believe it will ultimately lose.  That is Agrium's 
prerogative.  It is time however to drop the diversionary tactics and move on 
to the substantive issues.

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 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.

JANA Partners LLC, +1-212-455-0900



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CO: JANA Partners LLC
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-0- Feb/25/2013 18:54 GMT

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