Agrium Comments on ISS Report

Agrium Comments on ISS Report 
- Recommendation Puts ISS At Odds With Agrium's Large Shareholders,
Equity Research Community, Other Proxy Advisory Firms and Independent
Governance Experts 
- Agrium Urges Shareholders to Vote FOR Agrium's Director Nominees
Using Only the WHITE Proxy 
CALGARY, ALBERTA -- (Marketwire) -- 03/27/13 --  
ALL AMOUNTS ARE STATED IN U.S.$ 
Agrium Inc. (TSX:AGU) (NYSE:AGU) today commented on the report issued
today by Institutional Shareholder Services Inc. ("ISS"). The
report's recommendation puts ISS at odds with the unequivocal
statements of support for Agrium's Board nominees issued over the
past week by three of Agrium's largest institutional shareholders:
Letko Brosseau & Associates, Aimco and bcIMC.  
The report's recommendation also puts ISS at odds with three other
proxy advisory firms, including Glass, Lewis, a leading international
proxy advisory firm, Pensions Investment Research Consultants (PIRC),
a UK-based proxy advisory firm, and Egan-Jones. It also puts ISS at
odds with the views of the equity research community, which has
strongly endorsed Agrium's integrated strategy, as well as the
company's analysis of JANA's flawed ideas, and at odds with
independent corporate governance experts, who have severely
criticized JANA's 'golden leash' pay arrangements for their
short-term orientation and for undermining notions of director
independence.  
As an equity research analyst from CIBC wrote this morning, "ISS'
reasoning includes that JANA's goal is NOT to break up (Agrium)
(clearly ISS drinking a bit of JANA's "Koolaid" as JANA has been very
clear with myself and others from day 1 that AGU's break-up was
JANA's exit strategy)."  
Likewise, ISS has accepted JANA's portfolio weighted methodology,
which has been rejected by all 29 equity research analysts covering
Agrium. Glass, Lewis has said "JANA relies upon a poorly justified
weighting methodology in order to arrive at figures sufficient to
support the remainder of its arguments. We regard this analysis as
misleading at best, and believe shareholders should refrain from
relying on any conclusions derived therefrom."  
"In addition to being offside with the equity research community,
leading independent governance experts, three other proxy advisory
firms and many of Agrium's largest institutional shareholders, ISS'
decision runs counter to its own published criteria for evaluating
short-slate dissident campaigns in Canada," said Agrium Board Chair
Victor J. Zaleschuk. "Those criteria require a dissident to
demonstrate that Board change is warranted. Having completely failed
this test, there is no basis for JANA to receive even a single board
seat. It is also shocking that ISS - as a self-proclaimed arbiter of
good governance - would effectively endorse JANA's 'golden leash'
payment scheme. This decision puts ISS way outside the mainstream of
the corporate governance community. ISS simply got this one wrong."  
"A significant number of large institutional funds have told us they
will override any ISS recommendation in favor of JANA and vote
instead for Agrium's Board nominees on the white proxy. As with
several other situations where ISS has supported dissident slates
only to later see those dissident slates defeated by shareholders, we
are confident that our shareholders will rightly and roundly defeat
JANA's nominees," said Mr. Zaleschuk. 
JANA is seeking to break up Agrium and implement other ideas that
Agrium has demonstrated would destroy shareholder value. JANA has
provided no credible evidence to the contrary and has little support
from other Agrium shareholders or the equity research community. JANA
has also failed to demonstrate that its dissident nominees can be
trusted to act in the best interests of the corporation given their
explicit and short-term oriented financial ties to JANA.  
On this point, Aimco, which is one of Agrium's largest shareholders
and one of the largest investment funds in Canada, wrote: "We
struggle with a governance model where JANA Partner's dissident
nominees are compensated in a different manner than other directors.
This has negative effects on the board: lack of independence,
fragmentation, and reduced efficacy. JANA's plan is misaligned with
the interests of long-term shareholders." 
ISS' decision fails to properly consider the following facts: 


 
--  Agrium's integrated strategy has delivered a 467% shareholder return
    since it was initiated in late 2005 
    
--  Agrium is one of the best performing stocks in North America over the
    past eight years, and on any accepted basis its 1-, 3-, and 5-year share
    price performance is very strong 
    
--  Agrium's Board has an excellent governance track record, including a
    robust and ongoing board renewal program that since 2005 has added the
    fresh perspectives of seven of the current 13 highly-qualified Board
    members 
    
--  Agrium delivered record earnings and strong cash flow in 2011 
    
--  Agrium delivered record earnings and cash flow in 2012 
    
--  Agrium has increased its dividend 18-fold since 2010, in line with
    increased earnings and cash flow and consistent with the actions of
    Agrium's competitors 
    
--  Agrium, not JANA, structured its pending acquisition of the Agri
    Products business from Glencore, allowing Agrium to return C$900 million
    of excess proceeds directly to shareholders through a share repurchase
    in October 2012 
    
--  By endorsing JANA's analysis and helping to promote its break-up plan,
    JANA's dissident nominees have jeopardized their credibility,
    objectivity and independence 
    
--  As Agrium stated in a March 22, 2013 press release: "Agrium has
    maintained from the very beginning that JANA's "portfolio-weighted
    composite" is not a measure of performance that Agrium uses or accepts.
    Presentation of this concept by Agrium was simply to illustrate the
    misinformation in what JANA was advocating." 
    
--  ISS wrongly attributes the use of EBIT/GP as "an appropriate measure for
    distribution companies" to Agrium. This too is plainly wrong. In a March
    19, 2013 letter to ISS, Agrium Executive Vice President and Chief
    Financial Officer Stephen Dyer, wrote: 
    
    --  JANA Partners introduced this measure in their January 23, 2013
        presentation and continued to use it in their Proxy Circular even
        after Agrium's January 28, 2013 Analyst Day where we illustrated
        that Agrium retail's EBITDA margins were highly superior to those of
        our competitors. 
        
    --  EBIT to Gross Profit is not a metric that either Agrium or its
        competitors use. We do not see value in this measure as it is not a
        margin calculation but a ratio mixing cash and non-cash accounting
        numbers. Agrium retail has very strong margins as evidenced by our
        high EBITDA margins which you have reviewed. Agrium retail margins
        have always significantly exceeded margins of our closest direct
        agricultural retail peers (Royster-Clark and UAP). Agrium has
        consolidated Royster-Clark, UAP and many tuck-in acquisitions (all
        with EBITDA margins averaging well below 6%) since 2006 and has
        successfully increased its total North American EBITDA margins to
        over 9%. 
        
--  JANA remains committed to the "golden leash" payment scheme despite
    strong negative reactions by shareholders, governance experts and others
    
--  JANA's dissident director pay scheme demonstrates that JANA's nominees
    are not aligned with other shareholders and that JANA has a short-term
    vision for Agrium of less than 30 months 

 
Agrium Shareholders: The Proxy to Vote is WHITE 
Your vote is important, no matter how many shares you own - If you
have not yet voted your WHITE proxy, please do so today FOR the
election of the Agrium director nominees. Even if you have already
voted using JANA's blue proxy, you can change your vote by submitting
a WHITE Agrium proxy now, which will revoke any previously submitted
proxy and be counted at the Meeting. 
Proxies must be received by 11:00 a.m. (Calgary time) on April 5,
2013. Due to the limited time available, we recommend voting by
internet, telephone or fax today or no later than 24 hours before the
deadline. For ease of voting visit our website www.agrium.com/proxy. 
Shareholders with questions or needing assistance in voting their
WHITE proxy may call Agrium's Proxy Solicitation Agents as follows: 


 
--  Canadian shareholders: CST Phoenix Advisors at 1-866-822-1242 (toll-
    free) or email inquiries@phoenixadvisorscst.com 
--  U.S. shareholders: Innisfree M&A Incorporated at 1-877-456-3442 (toll-
    free) or email info@innisfreema.com 
--  European shareholders: UK Toll Free: 0800 294 5237, European Investors
    outside the UK: +44 (0) 207 760 8956 or email
    inquiries@phoenixadvisorscst.com

 
Please discard any proxy or related materials you may receive from
JANA Partners LLC. 
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 provide the crop inputs and
services needed to feed a growing world. We focus on maximizing
shareholder returns by driving continuous improvements to our base
businesses, pursuing value-added growth opportunities across the crop
input value chain and returning capital to shareholders. 
FOR FURTHER INFORMATION:  
Investors: 


 
--  Canadian shareholders: CST Phoenix Advisors at 1-866-822-1242 (toll-
    free) or email inquiries@phoenixadvisorscst.com 
--  U.S. shareholders: Innisfree at 1-877-456-3442 (toll-free) or email
    info@innisfreema.com 
--  European shareholders: UK Toll Free: 0800 294 5237, European Investors
    outside the UK: +44 (0) 207 760 8956 or email
    inquiries@phoenixadvisorscst.com

 
www.agrium.com/proxy 
Media: 
Canadian media - Joel Shaffer, Longview Communications, (416)
649-8006  
U.S. media - Robert Siegfried, Kekst and Company, (212) 521-4832 
Forward-looking Statements Advisory 
Certain statements and other information included in this news
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, "forward-looking statements").
Forward-looking statements are typically identified by the words
"believe", "expect", "estimate", "would" and other similar
expressions. All statements in this news release other than those
relating to historical information or current conditions are
forward-looking statements, including, but not limited to, statements
as to our expectations, estimates and analysis with respect to: the
composition of our Board of Directors; the outcome of our upcoming
shareholders meeting; JANA's dissident nominees and their
credibility, objectivity and independence; the ability of certain
director nominees to effect positive change in shareholder value; the
value, benefits, efficiencies and opportunities resulting from our
strategy and the integrated nature of our business; JANA's ideas and
strategies for Agrium and the feasibility, value and impact of such
ideas and strategies and our belief that these ideas and strategies
are not in the best interests of Agrium and its shareholders and will
destroy shareholder value. Readers are cautioned not to place undue
reliance on forward-looking statements which involve known and
unknown material risks and uncertainties that may cause our actual
results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied
in such forward-looking statements. 
The forward-looking statements included in this news release are
based on certain assumptions and analysis made by us in light of our
experience and perception of historical trends, current conditions
and expected future developments as well as other factors we believe
are appropriate in the circumstances. All of the forward-looking
statements are qualified by the assumptions that are stated or
inherent in such forward-looking statements. The key assumptions that
have been made in connection with such forward-looking statements
include, among other things: assumptions with respect to Agrium's
acquisitions; that future business, regulatory and industry
conditions will be within normal parameters, including with respect
to prices, margins, product availability and supplier agreements; the
completion of projects on schedule, as planned and on budget;
assumptions with respect to U.S. and global economic conditions; our
ability to access our credit facilities or capital markets for
additional sources of financing; and the assumptions set forth under
the heading "Key Assumptions and Risks in Respect of Forward-Looking
Statements" on pages 82 to 83 of Agrium's Management's Discussion &
Analysis for the year ended December 31, 2012 (the "2012 MD&A").  
By their nature, forward-looking statements are subject to various
risks and uncertainties which could cause Agrium's anticipated
results and experience to differ materially from the anticipated
results or expectations expressed. The key risks and uncertainties
that could cause actual results to differ materially from those in
the forward-looking statements include, but are not limited to:
general economic, market and business conditions; weather conditions
including impacts from regional flooding and/or drought conditions;
crop prices; the supply and demand and price levels for our major
products; governmental and regulatory requirements and actions by
governmental authorities, including changes in government policy,
government ownership requirements, changes in environmental, tax,
anti-trust and other laws or regulations and the interpretation
thereof, and political risks, including civil unrest, actions by
armed groups or conflict, as well as counterparty and sovereign risk;
actions by competitors and others that include changes to industry
capacity, utilization rates and product pricing; performance by
customers, suppliers and counterparties to financial instruments;
changes in the development plans for our major capital expansion and
improvement projects including the potential for higher costs,
delays, issues with counterparties, risks associated with technology
or inflationary pressure; fluctuations in foreign exchange and tax
rates; a deterioration in the state of the capital markets or a
negative bias towards Agrium or its industry by market participants;
gas prices and gas availability; operating risks associated with
investment in foreign jurisdictions; reliability of performance of
existing capital assets; changes in margins and/or levels of supplier
rebates; political risks associated with our interests in the
Egyptian Misr Fertilizers Production Company S.A.E. nitrogen facility
in Egypt, the Argentine Profertil nitrogen facilities and other
facilities; environmental, health, safety and security risks typical
of those found throughout the agriculture, mining and chemical
manufacturing sectors and fertilizer supply chain; risks related to
our proposed business acquisitions including risks related to our
ability to close such acquisitions as anticipated and to integrate
and achieve synergies from any assets we may acquire within the time
or at the performance level expected; and the risks set forth in the
2012 MD&A on pages 74 to 77 under the heading "Enterprise Risk
Management - Key Business Risks" and pages 82 to 83 under the heading
"Key Assumptions and Risks in Respect of Forward-Looking Statements".
Additional information and other risk factors respecting the business
and operations of Agrium as are detailed from time to time in Agrium
reports filed with the Canadian securities regulators and the
Securities and Exchange Commission in the United States. 
Agrium disclaims any intention or obligation to update or revise any
forward-looking statements in this news 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 legislation.
Contacts:
Agrium Inc.
Richard Downey
Vice President, Investor/Corporate Relations
(403) 225-7357 
Agrium Inc.
Todd Coakwell
Director, Investor Relations
(403) 225-7437 
Agrium Inc.
Mark Thompson
Analyst, Investor Relations
(403) 225-7761 
Agrium Inc.
13131 Lake Fraser Dr. SE
Calgary, Alberta
Canada T2J 7E8
www.agrium.com
 
 
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