JANA Partners Releases Supplement To Proxy Advisor Presentation

NEW YORK, March 21, 2013 /CNW/ - JANA Partners today released a supplement to 
its presentation for proxy advisors to put to rest new complaints made by 
Agrium Inc. ("Agrium") (TSX / NYSE: AGU) regarding JANA's initial 
presentation. The supplement is available at www.JanaAGUAnalysis.com. 
1.  Agrium complains that our peer methodology is "concocted" and rejected by 
JANA Response:  Our methodology is nearly identical to the one Agrium used to 
compare its performance to peers last year (please see page 5 of today's 
2.  Agrium complains that market-based composites should be determined by the 
market value they contribute, not profit contribution. 
JANA Response:  Agrium has significantly underperformed its peer index on this 
basis as well (please see page 6 of today's supplement). 
3.  Agrium complains that JANA unfairly uses 5 non-ag companies in its peer 
JANA Response:  These are not our comparables, they are Agrium's.  These are 
the same 5 companies that were widely promoted by Agrium as the most relevant 
comparables for its Retail business, before JANA pressed Agrium to unlock 
value for shareholders and Agrium switched its own comparables to avoid the 
debate (please see pages 7-8 of today's supplement). 
4.  Agrium complains that JANA's peer composite overweights one peer, CF 
JANA Response:  CF is heavily represented because it is Agrium's most 
appropriate Nitrogen peer, and Nitrogen is a big part of Agrium.  CF has done 
a far superior job of allocating capital and thus has higher shareholder 
returns, but more skillful management of capital is not cause for exclusion 
from the peer group (please see page 9 of today's supplement) 
5.  Agrium complains that JANA uses a June 1, 2012 performance cutoff period 
reflecting the impact of JANA's involvement. 
JANA Response:  We leave it to the wisdom of all shareholders to determine 
whether Agrium's first major share repurchase in years, doubling of a dividend 
announced two weeks earlier, and improved disclosure after years of declining 
disclosure had nothing to do with the shareholder pressure to improve in these 
areas that came first (please see page 10 of today's supplement) 
6.  Agrium complains that JANA employs a misleading valuation analysis. 
JANA Response:  The best way to settle whether Retail is substantially 
undervalued would be to run a fair and independent review of the company's 
structure, not one designed to reach a predetermined result as the company has 
previously done. 
7.  Agrium complains that JANA unfairly measures margins to Gross Profit. 
JANA Response:  Agrium in October, 2012 acknowledged in a presentation to 
investors that operating expense to gross profit is the appropriate benchmark 
for distribution companies and recently made this a public margin target 
(please see page 12 of today's supplement) 
8.  Agrium complains that JANA's nominees are not independent and not aligned 
with shareholders because they will receive an incentive from JANA tied to 
share price performance. 
JANA Response:  This is wrong on the law and the facts.  Everyone is entitled 
to their opinion, but not to their own legal system that magically discredits 
anyone who disagrees with them (please see pages 17-24 of today's supplement) 
9.  Agrium complains that JANA's campaign has no credibility. 
JANA Response:  Yes, we have been hearing that management says this as it 
flies from city to city meeting with shareholders multiple times, in its 
robocalls to shareholders, in its website videos, and more.  We look forward 
to the meeting on April 9(th). 
JANA's supplement to its presentation to proxy advisors is available at 
JANA Partners LLC, +1-212-455 0900 
SOURCE: JANA Partners 
To view this news release in HTML formatting, please use the following URL: 
CO: JANA Partners
ST: New York
-0- Mar/21/2013 21:44 GMT
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