Clearly, it is JANA that refuses to accept the facts.
3. JANA has falsely claimed that its dissident nominees represent "independent voices(2)" who "stand to benefit only to the extent that all (Agrium) shareholders benefit" and that questioning this transparently false position is "a diversionary tactic".
The reality is: JANA has signed agreements with each of its dissident nominees (other than JANA CEO Barry Rosenstein) that will pay each nominee a percentage of JANA's net profits in Agrium shares within a short time frame. JANA's statements are false in at least two respects: (i) JANA's dissident nominees cannot reasonably be considered independent given their effective employ with JANA; and (ii) JANA's dissident nominees are subject to payments from JANA, giving each of its nominees a personal incentive to take short-term actions without regard to the long-term best interests of the company and its shareholders. This sets up a scenario where JANA's dissident nominees could benefit at the expense of Agrium shareholders.
Respected and independent Canadian corporate governance experts from the Institute of Corporate Directors, the Clarkson Center for Business Ethics and Board Effectiveness at the University of Toronto and David Anderson of the Anderson Governance Group, have all publicly criticized JANA's pay scheme.
4. JANA falsely claims Agrium only raised concerns about JANA's "golden leash" payments at the last minute.
The reality is: During the February settlement discussions, Agrium required JANA's director nominee to terminate his special incentive pay agreement as a condition of joining Agrium's Board. Language addressing this condition is contained on page one of the draft settlement agreement that is available at www.agrium.com.
Agrium took this position because it, along with independent governance experts, believes that a director who receives short-term incentive payments from a shareholder cannot be independent or fulfill his or her duties to the company and all of its shareholders.
(2) JANA statement, February 11, 2013
Agrium Shareholders: The Proxy to Vote is WHITE
Your vote is important, no matter how many shares you own--Please submit your WHITE Proxy today FOR the election of the Agrium director nominees.
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.
Shareholders with questions or needing assistance in voting their WHITE proxy may call Agrium's Proxy Solicitation Agents as follows:
-- Canadian shareholders: CST Phoenix Advisors at 1-866-822-1242 (toll- free) or email email@example.com-- U.S. shareholders: Innisfree at 1-877-456-3442 (toll-free) or email firstname.lastname@example.org-- European shareholders: UK Toll Free: 0800 294 5237, European Investors outside the UK: +44 (0) 207 760 8956 or email email@example.com
Please discard any proxy or related materials you may receive from Jana Partners LLC.
Agrium Inc. is a major Retail supplier of agricultural products and services in North America, South America and Australia and a leading global Wholesale producer and marketer of all three major agricultural nutrients and the premier supplier of specialty fertilizers in North America through our Advanced Technologies business unit. Agrium's strategy is to provide the crop inputs and services needed to feed a growing world. We focus on maximizing shareholder returns by driving continuous improvements to our base businesses, pursuing value-added growth opportunities across the crop input value chain and returning capital to shareholders.