NEW YORK, NY, March 15, 2013 /PRNewswire/ - JANA Partners today mailed a letter to Agrium Inc. ("Agrium") (TSX / NYSE: AGU) shareholders from its five highly-qualified and independent nominees to the board. Each of the nominees brings a wealth of relevant experience and has made a personal investment and commitment to the long-term success of Agrium.
The text of the letter follows.
JANA PARTNERS URGES FELLOW SHAREHOLDERS TO VOTE THE BLUE PROXY CARD OR VIF FOR ITS EXPERIENCED AND INDEPENDENT BOARD NOMINEES
Further Information Available at www.JANAAguAnalysis.com
Dear Fellow Agrium Shareholders:
Sometimes you have to ignore the rhetoric and look at the facts. The questions we have raised about Agrium have set off a wave of baseless attacks that seem designed to obscure a simple truth: There is a massive value creation opportunity at Agrium which can be unlocked by adding relevant experience and an enhanced shareholder mindset to its board of directors. That is why we have made substantial personal investments in Agrium and why its largest shareholder, JANA Partners, has invested more than $1 billion in the company's future.
That is also why we are seeking your support for election to Agrium's board of directors. JANA's calls for change have already led to Agrium's first large capital return in years and better disclosure, but there is much more to be done. New voices are needed on the board to ensure that this is the beginning, not the end, of a renewed focus on shareholder value at Agrium.
"There's no doubt pressure from JANA prompted the fertilizer and
agricultural products retailer to return $1 billion in additional cash
to shareholders last year and to improve its disclosure, to the benefit
The Globe & Mail, 1/25/13
We will bring to the board (1) the experience of executives who have created billions of dollars in value at companies cited by Agrium as peers for its Retail business, (2) the knowledge of a former Canadian Minister of Agriculture, and (3) the voice of an investor with a long history of working with boards to unlock value. While we each bring different skills to the board and will make our own decisions, we will all work toward the same goal: Unlocking value for all Agrium shareholders.
"We see upside comfortably beyond $150 if the JANA slate wins, and
initial downside to about $90 if the Agrium Board is re-elected."
Credit Agricole / CLSA, 3/1/13
While Agrium's stock has been lifted by a rising tide based on commodity prices, it has dramatically underperformed its potential.
Other than Barry Rosenstein, JANA's founder, none of us has ever run for a contested board seat, but we believe the opportunity in addressing issues like these is worth it. We believe that Retail is a "sleeping giant" that can generate an additional $30 per share just by addressing these issues and even more value over the long-term with better board oversight.
"JANA's nominees to Agrium's board appear highly credible to us."
Bank of America, 1/29/13
You have likely heard Agrium accusing us of riding in a "Trojan Horse" while wearing "golden leashes," and you will likely hear more colorful attacks. Let us therefore clarify some things.
"JANA is nominating a retail 'dream team' to Agrium's board, which
does not have one independent member with retail distribution experience."
Now it's up to you. The annual meeting is April 9th. We encourage you to look past the rhetoric and focus on Agrium's value potential. With your support, we can all help Agrium aim higher.
The Hon. Lyle Vanclief, P.C., P. AG (Dist)
PLEASE JOIN US IN VOTING THE BLUE PROXY OR VIF "FOR" UNLOCKING AGRIUM'S SUBSTANTIAL VALUE CREATION POTENTIAL
SOURCE JANA Partners