JANA Partners Urges Agrium Shareholders: Make Your Vote Count, Vote "Blue" To Unlock Value Before April 5th Deadline

JANA Partners Urges Agrium Shareholders:  Make Your Vote Count, Vote "Blue" To 
Unlock Value Before April 5th Deadline 
Urges Shareholders to Reject Agrium's Vote Buying Plan 
Nominee Biographies and More Information Available at www.JanaAGUAnalysis.com 
NEW YORK, April 3, 2013 /CNW/ - JANA Partners LLC today urged shareholders of 
Agrium (TSX / NYSE: AGU) to vote their BLUE proxies or VIF "FOR" 
value-unlocking change by 7:00amCalgary time / 9:00am Eastern time on Friday, 
April 5 in order to ensure that their votes are counted. 
Strong Support for JANA:  "We want to thank the many Agrium shareholders who 
have expressed their support and already voted for the independent nominees we 
have put forth," said Barry Rosenstein, JANA's Managing Partner and a board 
nominee. "We look forward to bringing relevant experience and an enhanced 
shareholder mindset to the board, which will unlock long-term value for all 
Last week, North America's leading proxy advisory firm, ISS, concluded that 
there is a "compelling" case for change at Agrium and advised shareholders to 
vote on JANA's BLUE proxy.  ISS noted that "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." 
JANA believes enhancing a minority of the board by adding its nominees, whom 
Bank of America has called "highly credible" and whom CIBC said "could help 
unlock value", can address these concerns for the benefit of every Agrium 
Agrium's Vote Buying Efforts:  JANA also emphasized the importance of every 
shareholder vote in light of Agrium's unethical and undisclosed plan to use 
shareholder money to pay brokers and financial advisers to cause their clients 
to vote for Agrium's board, paying 25 cents for each vote.  This strategy has 
been uniformly condemned and just today The Globe & Mail said it "should be 
banned" in Canada, and JANA believes it is questionable whether it is truly 
even permissible now. 
While Agrium has issued no response since its plans were uncovered, last night 
it dispatched a legal representative to Canada's BNN to defend the practice, 
who offered only this justification:  "79% of our shareholders are not 
accessible through normal means" and "this is the only way to get to them".  
This statement is patently false and demonstrates a high level of disdain for 
shareholder intelligence.  The large majority of Agrium's shareholders are 
institutional investors (like JANA) and the company knows who they are and has 
met with or directly contacted most of them.  The remaining individual 
shareholders are not likely to have missed Agrium's numerous press releases, 
presentations and mass mailings (which do reach most shareholders through a 
shareholder services company).  In any case, Agrium is not paying to inform 
shareholders, it is only paying for votes for the current board. 
Even before this revelation, ISS pointed to the board's "questionable actions 
which raise questions about its credibility", underscoring the need for new 
voices and greater shareholder representation on the board.  For any 
shareholders considering the recommendations of ISS or any smaller proxy 
advisory firm, we encourage them to consider that such recommendations were 
made before the discovery of Agrium's undisclosed vote buying plan, which 
indicates a clear need for a stronger shareholder voice on its board. 
JANA also urged shareholders to reject Agrium's disingenuous attempt to 
confuse them about JANA's proxy or the ISS recommendation, noting that both 
could not be clearer or easier to follow. 
Your vote is important, no matter how many shares you own.  If you have not 
yet voted your BLUE proxy or VIF, please do so today FOR the election of the 
JANA nominees. Even if you have already voted using the white proxy, you can 
change your vote by submitting a BLUE proxy or VIF now, which will revoke any 
previously submitted proxy or VIF and be counted at the Meeting. 
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 
SOURCE: Jana Partners LLC 
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CO: Jana Partners LLC
ST: New York
-0- Apr/03/2013 13:52 GMT
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