Agrium CEO Issues Statement to Shareholders -- Proxy Vote

March 21, 2013 08:55 AM

The following is a press release from Agrium Inc. regarding the ongoing -- and going, and going -- conversation with New York Hedge Fund, JANA Partners. JANA holds the largest single stake in Agrium and has issued a series of nominees for the board in hopes of influencing AGU to divide the company, a move that JANA believes would unlock value for the shareholders. AGU disagrees and has repeatedly refuted JANA's proposals.

The release includes a video from Agruim's CEO Mike Wilson. Wilson encourages shareholders to vote against JANA and to disregard any communication from the hedge fund. Wilson uses the term 'golden leash' candidates implying that JANA's board candidates would be paid by JANA to support their own agenda, and reports have surfaced that if any of JANA's nominees make it to the board, incentives are in place.

From an earlier release: "It is important to note that JANA’s dissident nominees have agreed to accept special incentive payments from JANA for serving on Agrium’s Board. These payments are structured to incentivize short-term actions, even if they are taken at the expense of greater long-term value. This kind of “golden leash” arrangement is unheard of in Canada and raises serious questions about the independence of JANA’s nominees, and their ability to act in the best interests of all shareholders," said Victor Zaleschuk, AGU Board Chair.

The annual meeting of shareholders has been moved up a full month and the votes will be counted by April 9, 2013 -- votes are due April 5 by 11am Calgary time. Until then, the dialogue is likely to heat up.


CALGARY, Alberta – Agrium Inc. (TSX and NYSE: AGU) today announced that it has mailed a letter to shareholders, along with a WHITE proxy. Agrium encourages shareholders to visit its website,, to view the letter along with an important video message from Agrium President and CEO Mike Wilson.

“Agrium is getting strong support from its largest shareholders, but it is important that all shareholders vote the WHITE proxy as soon as possible,” said Agrium Board Chair Victor J. Zaleschuk. “Given the dissident’s determination to break up Agrium, your vote counts.”

Agrium Shareholders: The Proxy to Vote is WHITE

Your vote is important, no matter how many shares you own – If you have not yet voted your WHITE proxy, please do so today FOR the election of the Agrium director nominees. Even if you have already voted using JANA’s blue proxy, you can change your vote by submitting a WHITE Agrium proxy now, which will revoke any previously submitted proxy and be counted at the Meeting.

Proxies must be received by 11:00 a.m. (Calgary time) on April 5, 2013. Due to the limited time available, we recommend voting by internet, telephone or fax today or no later than 24 hours before the deadline. For ease of voting visit our website


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