Highlights ISS Report Citing "Compelling" Case for Change at Agrium
NEW YORK, March 28, 2013 /CNW/ - 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
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 shareholder value"
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
SOURCE: JANA Partners
For further information:
For more info contact JANA Partners LLC at (212) 455 0900