JANA Partners Notifies Shareholders Of Agrium Vote Buying Strategy

JANA Partners Notifies Shareholders Of Agrium Vote Buying Strategy 
While Publicly Claiming Broad Support, Agrium Quietly Paying C$0.25 Per Vote 
Further Information Available at www.JANAAguAnalysis.com 
NEW YORK, April 1, 2013 /CNW/ - JANA Partners LLC today notified shareholders 
that Agrium Inc. ("Agrium") (TSX / NYSE: AGU) is using shareholder money to 
pay brokers and investment advisers to cause their clients to vote for 
Agrium's board nominees at the upcoming Annual General Meeting.  Based on the 
support it has already received, JANA remains confident that change is coming 
to Agrium's board, which helps to explain Agrium's pursuit of this tactic. The 
private memorandum from Agrium to brokers and investment advisers setting 
forth the financial terms of this vote-buying strategy provides as follows: 
"Agrium will pay members of the Soliciting Dealers Group who facilitate the 
voting of shares by retail beneficial owners of shares resident in Canada, a 
fee of C$0.25 per share for each share voted in favour of the Agrium Nominees, 
provided that the fee in respect of any single beneficial owner of shares 
shall not be less than C$100 (provided such beneficial owner holds a minimum 
of 30 shares) or more than C$1,500. No solicitation fees will be payable if 
the slate of Agrium Nominees are not elected in full to the Board …" 
Not only does this strategy belie Agrium's claims of broad shareholder 
support, but JANA believes that the use of such agreements by a sitting board 
in a contested election is entirely inappropriate and an affront to basic 
notions of good governance.  While broker compensation arrangements are 
sometimes employed in Canada in solicitations for shareholder approval of 
mergers or other transactions that have been approved by a board which is not 
conflicted, it is entirely another matter for a self-interested board of 
directors to employ the tactic to influence the outcome of its own election. 
Making matters worse, it appears that while Agrium began preparing to employ 
this strategy at least two weeks ago, shareholders are being kept in the dark 
about the obvious conflicts that participating brokers and investment advisers 
face given that they are being paid to solicit votes for Agrium rather than 
acting solely in their clients' best interests.  Unlike proxy solicitors, who 
publicly identify themselves as soliciting for the incumbent or shareholder 
nominees, brokers and investment advisers are presumed by clients to be acting 
in their best interest in making vote recommendations, rather than being 
motivated by receiving a fee. 
"The disdain for the voice of shareholders and willingness to squander 
millions of dollars of shareholder capital for board self-preservation that 
this demonstrates is stunning," said JANA Managing Partner Barry Rosenstein.  
"Equally stunning is Agrium's hypocrisy, given their claims of supposed broad 
shareholder support.  We think Agrium's board should speak up and tell 
shareholders why spending their capital to try to buy an election is good 
governance or in the long-term best interests of shareholders." 
JANA urged all Agrium shareholders who receive voting advice from, or have 
given voting authority to, their broker or investment adviser to contact them 
immediately and ask if they are being financially compensated by Agrium for 
their votes.  JANA also called upon brokers and financial advisers who have 
entered into such arrangements to immediately terminate such arrangements and 
to inform any client who has already voted or had their shares voted for them 
that Agrium has agreed to compensate such broker or financial adviser for 
securing their vote. 
More information, including full biographies of JANA's independent nominees, 
can be found at www.JanaAGUAnalysis.com. 
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 contactus@kingsdaleshareholder.com. To keep 
current with further developments and information about voting your Shares, 
visit www.JanaAGUAnalysis.com. 
JANA Partners LLC at (212) 455 0900 
To view this news release in HTML formatting, please use the following URL: 
CO: JANA Partners LLC
ST: New York
-0- Apr/01/2013 14:46 GMT
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