Nominees Barry Rosenstein and David Bullock Endorsed by the Leading North
American Proxy Advisory Firm
ISS Recommends that Agrium Shareholders Vote the BLUE Proxy
Further Information Available at www.JANAAguAnalysis.com
NEW YORK, March 27, 2013 /CNW/ - JANA Partners LLC today announced that
leading proxy advisory services firm Institutional Shareholder Services
("ISS") has issued a report that JANA Partners has made a "compelling" case
for change and strongly endorsing JANA nominees Barry Rosenstein and David
Bullock for election to the board of directors of Agrium Inc. ("Agrium") (TSX
/ NYSE: AGU) at the upcoming annual general meeting of shareholders on April,
ISS recommends that Agrium shareholders vote on JANA's BLUE form of proxy or
An excerpt of the ISS report follows (the references to "dissident" refer to
"As insistent as the company has been that 'Jana's goal has always been a
break up,' the only real proposals Jana has made to shareholders are to (1)
add directors with appropriately deep understanding of the distribution
business to help improve its performance and contribution to long-term value
and (2) take a balanced look, leveraging their experience in distribution
businesses, at whether there is in fact real value likely to be unlocked in a
spin off. If after doing the second of these things they conclude it would be
wise, they still have no power to break up the company, unless they can
persuade the rest of the board, through reasoned discussion, of why that path
would deliver sustainably higher value.
What shareholders should most consider in this contest, however, is not just
the evidence that the company has underperformed or could use directors with
relevant 'breaking bulk' experience to help it better oversee what is now a
third of its business. They should also consider the board's responsiveness
over the ten months this contest has played out, and in particular the
cognitive dissonance of compulsively seeking to discredit the dissidents'
proposals even as it began to implement or make commitments to implement many
of the easier ones: returning capital to shareholders, providing shareholders
better transparency into the distribution business, reducing excess working
The gnawing question is not whether the company should spin off its
distribution business, but whether a board still loudly repudiating the very
changes it has begun to implement, changes which have encouraged many
shareholders and analysts, is a board with a burgeoning credibility problem.
Shareholders may well wonder if, once the bright lights of this proxy contest
are turned off, the progress will fade as well.
On this measure, as much as on the concerns about the board's ability to
provide meaningful oversight for the distribution business, it is clear the
dissidents have made a compelling case for change."
JANA Managing Partner Barry Rosenstein stated that, "We are pleased that ISS
conducted a detailed assessment of Agrium's long-term performance, the
substantial opportunities for value creation, and the ability of our
experienced and independent nominees to help pursue those opportunities for
the benefit of all shareholders, and on that basis have recommended that
shareholders elect two of our highly-qualified nominees to the board."
Even if you have previously submitted a WHITE proxy or given voting
instructions in support of the incumbent management nominees, you may still
change your vote and support JANA's recommendations by completing and
submitting a BLUE form of proxy or giving voting instructions in accordance
with the BLUE voting instruction form.
For questions or assistance, please contact Kingsdale Shareholder Services
Inc., at 1-866-581-1514 toll-free in North America, or 1-416-867-2272 outside
of North America, or by email at firstname.lastname@example.org. To keep
current with further developments and information about voting your Shares,
JANA Partners LLC at (212) 455 0900
SOURCE: JANA Partners LLC
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-0- Mar/27/2013 10:23 GMT
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