NEW YORK, April 2, 2013 /PRNewswire/ -- Following yesterday's notice from JANA Partners that Agrium Inc. ("Agrium") (TSX / NYSE: AGU) is using shareholder money to pay brokers and investment advisers for votes for Agrium's directors, the response has been swift and decisive.
While 24 hours later Agrium has given no justification or released any of the details of its vote buying plan, which is unprecedented, it has made a number of false statements in its defense.
JANA today also called on all investment advisers and brokers who are approached by Agrium with its vote buying offer to consider whether, even if such tactics are legal in Canada (which we believe is questionable, and they are not legal in the US), they are consistent with the trust that their clients place in them.
JANA also directed Canadian investment advisors and brokers to review the exemption from the Canadian proxy solicitation rules in National Instrument 51-102 which permits them to provide proxy voting advice to their clients. That exemption clearly requires them to disclose "any significant relationship" with Agrium and one of the conditions to the exemption clearly prohibits them from receiving "any special commission or remuneration for giving the proxy voting advice" other than from shareholders.
While Agrium may attempt to convince investment advisors and brokers that they can still justify participating in an undisclosed vote buying program based on technicalities, we ask every single one of them who is approached by Agrium to ask themselves this question: "What would my clients, who put their trust in me, think of that?" We believe the answer is clear, and that investment advisors and brokers should reject Agrium's vote buying scheme.
VOTE THE BLUE PROXY OR VIF "FOR" UNLOCKING AGRIUM'S SUBSTANTIAL VALUE CREATION POTENTIAL
Even if you have previously submitted a white proxy or given voting instructions in support of the incumbent management nominees, you may still change your vote and support JANA's recommendations by completing and submitting a BLUE form of proxy or giving voting instructions in accordance with the BLUE voting instruction form.
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 email@example.com. To keep current with further developments and information about voting your Shares, visit www.JanaAGUAnalysis.com.
SOURCE JANA Partners LLC