JANA Partners Releases New Letter to Agrium Shareholders
NEW YORK, March 28, 2013
Highlights ISS Report Citing "Compelling" Case for Change at Agrium
NEW YORK, March 28, 2013 /PRNewswire/ - JANA Partners today mailed the
following letter to Agrium Inc. ("Agrium") (TSX: AGU) (NYSE: AGU)
shareholders, highlighting the recent ISS recommendation that shareholders
vote the JANA Blue Proxy.
The text of the letter follows.
Dear Fellow Agrium Shareholders:
North America's leading proxy advisory firm, ISS, has concluded that there is
a compelling case for change at Agrium and recommends that shareholders vote
the enclosed BLUE form of proxy or VIF.
We believe the board's lack of relevant experience and insufficient focus on
shareholder value creation has kept Agrium from realizing its true potential
for shareholders. As a result, we have been receiving strong support from
many shareholders for value-creating change.
Now ISS, an independent firm that reviews both sides' arguments and has far
more Agrium shareholder subscribers than any other advisor, has weighed in and
added to this momentum:
On Agrium's Performance for Shareholders: "[I]t is clear the company has
underperformed over both the three and five year periods prior to Jana. That
performance gap to peers did narrow after Jana began to engage; nearly ten
months later, however, the company still meaningfully underperforms."
On Agrium's Board: "While the board has begun implementing a number of
[JANA's] proposals to drive shareholder value . . . its simultaneous,
emphatic rejection of [JANA's] calls for these same initiatives, and its
attempts to paper over other issues, raise significant concerns about its
commitment." "The board has also taken some questionable actions which raise
questions about its credibility …"
On Agrium's Acquisition Strategy: "[F]or all the capital spent on
acquisitions over more than 7 years, Agrium—earning a return lower than its
hurdle rate—has thus far added little net value."
On JANA Nominee David Bullock: "[JANA's] slate offers three strong, credible
candidates—Jacobson, Clark, and Bullock—with successful operating experience
which appears directly relevant to Agrium's distribution business. This view
is borne out by the fact that each was either CEO or COO of a distribution
business which the Agrium board itself has now defined as a relevant peer for
the distribution business. Bullock in particular stands out …"
On JANA Nominee Barry Rosenstein: "Rosenstein brings both extensive analytic
acumen and broad knowledge of the business to the table" and "he has
demonstrable success in helping mend fences and getting boards and management
teams beyond the contest itself, to the ongoing challenges of improving
On JANA's Nominees: "Shareholders might well wonder if, had the board had
such experience and oversight from the beginning, Agrium's distribution
business would have realized much greater operating leverage after 7 years,
and its much-touted 'success' would be more evident in return on capital and
the other key metrics driving long-term shareholder value."
For these reasons, ISS has recommended that shareholders vote for David
Bullock and Barry Rosenstein on the enclosed BLUE form of proxy or VIF.
Be sure to make your voice heard on April 9th. Vote FOR naming new directors
that will work to create value for all shareholders.
TIME IS OF THE ESSENCE - VOTE NOW BY PHONE, FAX or ONLINE
VOTE THE BLUE PROXY OR VIF "FOR" UNLOCKING AGRIUM'S SUBSTANTIAL VALUE CREATION
SOURCE JANA Partners
For more info contact JANA Partners LLC at (212) 455 0900
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