ISS Recommends that Agrium Shareholders Vote the BLUE Proxy
Further Information Available at www.JANAAguAnalysis.com
NEW YORK, NY, March 27, 2013 /CNW/ - 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 Industries.
"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 9th. 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
VOTE THE BLUE PROXY OR VIF "FOR" UNLOCKING AGRIUM'S SUBSTANTIAL VALUE
SOURCE: JANA Partners
For further information:
JANA Partners LLC at (212) 455 0900