-- JANA continues to promote the "portfolio-weighted composite" that is not used by any of the 29 equity research analysts that cover Agrium. Agrium has maintained from the very beginning that JANA's "portfolio-weighted composite" is not a measure of performance that Agrium uses or accepts. Presentation of this concept by Agrium was simply to illustrate the misinformation in what JANA was advocating.-- When UAP was public, UAP had virtually no correlation with any of the distribution company composites. None of the equity research analysts that cover Agrium consider expected movements in the profit of these distribution companies to have any relevance for expected movements in agricultural retail profitability.-- JANA cannot claim credit for Agrium's share price gains over the last year. This is an empty claim that ignores the fact that Agrium has reported record earnings in each of the past two years.-- The facts are clear: Agrium's Board began increasing the company's dividend in 2011, long before JANA engaged Agrium, in line with increased earnings and cash flow and consistent with the actions of Agrium's competitors. Likewise, Agrium, not JANA, structured its pending acquisition of the Agri Products business from Glencore, allowing Agrium to return C$900 million of excess proceeds directly to shareholders through a share repurchase.-- Agrium achieves retail margins (EBITDA/Revenue) 50% higher than ag retail competitors, including UAP before we acquired it. Our Retail operating ratio (operating cost/gross profit) is in line with public distribution companies. Agrium has never referred to EBIT/GP; this is used solely by JANA and is not a measure of margins.-- JANA devotes 12 slides to defending its "golden leash" payment scheme but fails to cite a single independent source, expert or authority defending their scheme. By contrast, a broad spectrum of independent experts have condemned JANA's pay scheme as a source of conflicts, disproportionate pay and short-term incentives.
Most importantly, JANA once again has not provided any analysis to support how its break-up plan or other ideas could create shareholder value.
"We are gratified by the strong level of support we have received from our shareholders as we look forward to the results of the annual meeting on April 9, 2013," said Agrium Board Chair Victor J. Zaleschuk.
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 www.agrium.com/proxy.