CALGARY, ALBERTA -- (Marketwired) -- 04/02/13 -- ALL AMOUNTS ARE STATED IN U.S.$
Agrium Inc. (TSX: AGU)(NYSE: AGU) today urged shareholders to vote using only the WHITE proxy FOR Agrium's nominees for the Board of Directors prior to the April 5, 2013 at 11 a.m. (Calgary time) proxy voting deadline.
Agrium also reminds shareholders that voting for even a single JANA director nominee on the dissident proxy is a vote against five of Agrium's highly qualified director nominees. A number of new independent analyst reports, some of which are referenced below, highlight the risk associated with using the dissident proxy.
"This vote has always been about two competing visions - Agrium's highly successful integrated strategy that will continue to deliver increasing shareholder value versus JANA's plan to break the company up and pursue other actions contrary to long term value creation," said Mike Wilson, President and CEO. "Our position regarding ISS' mixed and confusing recommendation is detailed in our March 27 press release. Any fund manager who relies on a materially flawed ISS recommendation to determine their vote is ultimately risking the value of their fund's investment in Agrium."
Support For Agrium From Independent Analysts, Large Shareholders and Proxy Advisors
Over the last few days, a number of equity research analysts have provided opinions supportive of Agrium and highly critical of ISS, including:
"Shareholders would be trapped if they use the blue proxy to vote even one or two Jana dissident board nominees onto Agrium's board. Why? Jana has only listed the seven Agrium nominees that they do not want removed. Accordingly, by using the blue proxy, one cannot physically vote for more than seven Agrium nominees. Funnily enough, even ISS recommends 10 Agrium nominees, while three other proxy advisors suggest all 12. In other words, ISS cannot actually be followed 100% by using the blue proxy...In our view, this (addition of dissident directors) would inevitably lead to a split and toxic board, where competing visions and in-fighting destroy shareholder value, rather than create it." (emphasis added)
Scotia Capital, April 1, 2013
"We maintain our view that we do not see a clear value trigger in JANA's proposals to date. As well, we believe that electing the two nominees recommended by ISS (Mr. Rosenstein and Mr. Bullock) could be more disruptive than beneficial. Specifically, we do not believe that the two nominees recommended by ISS provide material value-enhancing capability or oversight, and in turn, could arguably prove disruptive."
TD Securities, March 28, 2013
"We believe many shareholders feel that Agrium has been open to any concerns, and has refocused because of this dispute, and do not feel that Agrium needs (potentially distracting) 'policemen' on the Board since because of JANA's involvement, there are ample 'security cameras' around."
BMO Capital Markets, March 27, 2013
Agrium's nominees have also recently received strong support from three of Agrium's largest institutional shareholders:
-- Letko Brosseau & Associates http://cnw.ca/DErGd,-- Alberta Investment Management Corporation http://cnw.ca/jL7g4, and-- British Columbia Investment Management Corporation http://www.bcimc.com/newsroom/pdf/2013/Agrium%20Statement.pdf.