- Dismissal of the Board's Role: In an interview published today in advance of Agrium's presentation, CEO Michael Wilson dismissed the need for relevant industry experience on Agrium's board, saying it was not one of his "prerequisites." In response, JANA today noted first that it was the job of shareholders to choose directors to oversee management, not the job of management based on their own selective criteria. JANA then noted that it would be impossible for Agrium's board to properly fulfill this oversight responsibility without new directors with real distribution industry experience.
- Thin-Skinned Response, Misleading Claims: Repeatedly today, Mr. Wilson claimed that JANA seeks to replace Agrium management. In fact, JANA has called for better oversight of management to boost value for all shareholders, and noted that management should welcome highly-qualified directors with relevant experience and a fresh perspective to help Agrium live up to its full value creation potential.
- Mischaracterization of JANA's Analysis: While Agrium claims that JANA's focus on poor corporate governance is a shift from its initial analysis, JANA noted that the events it has cited as evidence of governance issues (including the comparables "switcheroo" and botched shared repurchase) in fact occurred after JANA's initial analysis.
- Distorted Analysis: While JANA intends to respond in full to today's presentation, it has already identified numerous issues with Agrium's analysis, including margin analysis based on flawed metrics, cherry-picked examples, clearly contradictory statements, and other problems JANA will respond to in due course.
JANA Partners Welcomes Agrium To The Debate
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