CALGARY, ALBERTA -- (Marketwire) -- 03/07/13 -- ALL AMOUNTS ARE STATED IN U.S.$
Agrium Inc. (TSX: AGU) (NYSE: AGU) today warned shareholders that New York hedge fund JANA Partners continues to attempt to mask its break-up objective by disseminating a growing list of false and misleading statements.
"Our shareholders make decisions based on value and credible analysis, not rhetoric, and they are fully capable of distinguishing fact from fiction," said Victor J. Zaleschuk, Chair of the Board. "JANA has resorted to attempts to deceive our shareholders because its ever-changing arguments have gained no traction. JANA's dissident slate of "golden leash" nominees has been commissioned to break up the company and terminate an integrated strategy that has delivered substantial and sustainable value to shareholders."
The following false claims by JANA highlight its ongoing efforts to mask its break-up objective:
1. JANA has falsely asserted that its dissident proxy campaign is about any number of considerations, besides a break-up objective.
The reality is: JANA has been very clear in its public statements that its singular focus is to break up Agrium.
-- In JANA's July 11, 2012 presentation to Agrium, the very first point it made was "Agrium should promptly separate Retail as a standalone company"-- In a presentation dated October 1, 2012, on a slide titled "What Agrium Should Do Today," JANA said: "Pursue a separation of Retail and Wholesale"
Consider what an analyst who is aligned with JANA had to say about JANA's intentions and boardroom dynamics if JANA's nominees are elected:
"If the JANA nominees are elected, we think a separation of Retail would be likely...And how likely would an actual separation be? We'd guess over 80%...How many senior management changes? Much too soon to say...People changes come after you figure out who is on board with a new plan." CLSA
2. JANA falsely claims that Agrium "refuses to address (the) issues(1)" that JANA has raised.
The reality is: Agrium gave a 106-page, four-and-a-half hour presentation to the investment community on January 28, 2013 addressing each of JANA's flawed assertions explicitly and in detail. The presentation clearly demonstrated that JANA's analysis is flawed and its demands would destroy shareholder value. Agrium's views and integrated strategy have received broad support from across the equity research community.
(1) "An Open Letter to Shareholders," February 20, 2013.
"Agrium in our view successfully refuted JANA's claims. The debate is winding down. We believe Agrium has proven: (1) its M&A strategy has generally been successful; (2) it's continuously improving its retail operating metrics; (3) its commitment to return capital to shareholders; and (4) there is no evidence to suggest that a split up of the company would yield a substantial re-rating of Retail, and would not result in a de-rating of Wholesale" Scotiabank
"JANA has raised broad discussion points, albeit with little specific or intimate knowledge of AGU Retail in our view, and the burden is on JANA to justify why a change in course could be needed..." BMO Capital Markets