JANA comments on Agrium's ISS complaints: "More of the same"
NEW YORK, NY, March 27, 2013
ISS Recommends that Agrium Shareholders Vote the BLUE Proxy
Further Information Available at www.JANAAguAnalysis.com
NEW YORK, NY, March 27, 2013 /PRNewswire/ - JANA Partners LLC today released
the following statement in response to attacks by Agrium Inc. ("Agrium") (TSX
/ NYSE: AGU) on leading proxy advisory services firm Institutional Shareholder
Services ("ISS"), which today stated that JANA had made a "compelling" case
for change at Agrium and which strongly endorsed JANA nominees Barry
Rosenstein and David Bullock for election to Agrium's board of directors.
"This is more of the same from Agrium's board, attacking anyone who dares to
challenge them, making unfounded assertions, and claiming to speak for
shareholders when they don't like what they are hearing from them. The truth,
while not to Agrium's liking, is still quite clear:
*The fact is that Agrium called out the cavalry last week to pressure the
proxy advisory firms and found only 3% of the shares willing to speak up
for them, including a shareholder who had already voiced support for them
seven months ago. That is less than half of the shares we own, much less
anything close to a decisive percentage.
*Their claims about the opinions of the Canadian corporate governance
community are equally unfounded, as they cite the same three governance
commentators from weeks ago, two of whom are still consultants for
corporate boards and one of whom is still wrong on the facts. We have
spoken to several Canadian governance experts in recent days to better
understand Agrium's claims, and it is highly clear that the company is
seeking to use recommended guidelines which have no applicability to this
situation as a battering ram to try to win a proxy contest. Good
governance demands better.
*Two of the other three proxy advisory services they attempt to throw into
the mix have negligible, if any, influence in this situation. Agrium also
lists a number of arguments they claim ISS failed to consider, when, in
fact, ISS considered those arguments and simply disagreed with Agrium's
conclusions. We also note that despite Agrium's attack on ISS today, just
a few years ago Agrium praised ISS when the independent advisory firm
issued a favorable recommendation for Agrium in its hostile pursuit of CF
"Agrium can stop claiming to speak for shareholders, who are more than capable
of speaking for themselves and will have their voices heard on April 9^th. We
are hopeful that they will follow the recommendations of North America's
leading proxy advisory firm, which noted the entrenched and insular reaction
of Agrium's board to new ideas and outside voices in making their
recommendation for our highly qualified and independent nominees. Agrium's
continued attacks on anyone who airs a different view only serve to reinforce
that point. We look forward to putting new directors in place that will work
towards value creation for all shareholders."
VOTE THE BLUE PROXY OR VIF "FOR" UNLOCKING AGRIUM'S SUBSTANTIAL VALUE CREATION
SOURCE JANA Partners
JANA Partners LLC at (212) 455 0900
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