JANA Partners Releases New Letter to Agrium Shareholders

Highlights ISS Report Citing "Compelling" Case for Change at Agrium 

NEW YORK, March 28, 2013 /PRNewswire/ - 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 meaningfully underperforms."

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.



Barry Rosenstein


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