Jan. 23, 2013
/PRNewswire/ -- JANA Partners LLC today released a new presentation for shareholders and other new materials in conjunction with meetings JANA and its board nominees are holding this week with shareholders of Agrium Inc. ("Agrium") (TSX / NYSE: AGU) across Canada. JANA, which is Agrium's largest shareholder, has proposed a slate of five new directors for election to Agrium's Board: former United Agri Products (UAP) CFO and COO
, former Brenntag CEO and current board member
, former MSC Industrial CEO and current Chairman
, former Canadian Minister of Agriculture The Honourable
, and JANA Managing Partner Barry Rosenstein.
JANA believes these nominees can address crucial deficiencies in the current board, including a lack of legitimate distribution experience and a failure to pursue obvious value creation measures for shareholders until pressed to do so, which have prevented Agrium from realizing its full value creation potential. JANA's new presentation and other updated information are available at
"Agrium's board has been living in an alternate universe where shareholders have no desire to explore the many ways we've identified to unlock value," said Rosenstein. "All along we have been speaking to shareholders and seeing a much different picture, with just about every shareholder we speak to wanting to see a serious discussion of these issues and a large and growing number who support enhancing the board so Agrium can reach its full potential."
While Agrium has moved to address certain issues first raised privately by JANA – including boosting its capital return to shareholders and beginning to improve disclosure relating to its retail business ("Retail") – JANA's new presentation zeroes in on the remaining issues previously identified by JANA which the board has yet to fully address, and which JANA has broken down into "5 C's":
- Costs: Managing costs at Retail and corporate overhead.
- Controls: Aligning performance targets and incentives with shareholder value creation, and providing sufficient disclosure for shareholders to assess performance.
- Capital Allocation: Committing to a long-term shareholder-friendly capital return plan, improving execution of M&A and investments, and reducing Retail working capital.
- Conglomerate Structure: Conducting a fair and unbiased review of Agrium's structure with the sole purpose of maximizing shareholder value.
- Corporate Governance: Adding an enhanced shareholder perspective and experienced oversight to the board, which has had serious corporate governance lapses following JANA's engagement.
Each of JANA's candidates has invested personally in Agrium and will also be incentivized based upon the performance of Agrium shares, and each meets the independence requirements of the Canadian Business Corporation Act, the NYSE and Agrium's governance guidelines. JANA has stated that it will work with the current Board to ensure that any changes in composition will not raise regulatory issues for or burdens on Agrium.