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Jana Partners Releases New Letter To Agrium Shareholders

NEW YORK, March 25, 2013 /PRNewswire/ - JANA Partners today mailed a new letter to Agrium Inc. ("Agrium") (TSX / NYSE: AGU) shareholders.

The text of the letter follows.

JANA PARTNERS URGES FELLOW SHAREHOLDERS TO VOTE THE BLUE PROXY CARD OR VIF FOR ITS EXPERIENCED AND INDEPENDENT BOARD NOMINEES

Further Information Available at www.JANAAguAnalysis.com

Dear Fellow Agrium Shareholders:

Agrium is hoping that scare tactics and illogical arguments will get you to vote against the highly-qualified and independent nominees JANA Partners has proposed for a minority of its board of directors.  We are hoping the facts and the potential to unlock substantial unrealized value for all Agrium shareholders - that means you and us - will carry the day.  So here are the facts.

Agrium has consistently underperformed its potential in shareholder returns, including trailing a weighted index of its peers by 62% and 22% in the last 5 and 3 years, respectively.  While Agrium cites a 467% return over more than 7 years, this index has returned 817% over the same period.  Agrium can do better for shareholders, and it does not require radical change to do so, just an open mind.  That is why we have invested over $1 billion in Agrium, and why we are asking for your support.

We approached Agrium last May, expressing our concerns and suggesting steps that could be taken to address those concerns.  Agrium took some positive steps in response, notably increasing its dividend and commencing its first large share repurchase, but has resisted further changes that could create even greater long-term value.

Agrium has tried to paint us as a " New York hedge fund" out to "destroy value" at your company.  Stereotypes are easy, but the truth is always better.  Our business is to create value for our investors, including pension funds, institutions and individuals in the US and Canada.  That's what we've done for years, usually by working constructively with boards and management.

"We see upside comfortably beyond $150 if the JANA slate wins, and initial downside to about $90 if the Agrium Board is re-elected." Credit Agricole / CLSA, 3/1/13

The company would like you to believe that our interests differ from yours, so that we could somehow "destroy value" without destroying the value of our own investment.  That makes no sense.  We own Agrium common stock just like you and stand to gain or lose just like you.  We have proposed improvements for the long-term, not the short-term.  We call them the "5 C's":

  • Cost Management - Reviewing Retail costs and corporate costs
  • Controls - Improving disclosure and better aligning incentives with value creation
  • Capital Allocation - A more consistent and shareholder-friendly capital return policy
  • Conglomerate Structure - A fair and unbiased structural review to address Agrium's persistent valuation discount
  • Corporate Governance - Addressing Agrium's insular and entrenched responses to new ideas




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