March 27, 2013
/PRNewswire/ -- JANA Partners LLC today announced that leading proxy advisory services firm Institutional Shareholder Services ("ISS") has issued a report that JANA Partners has made a "compelling" case for change and strongly endorsing JANA nominees
for election to the board of directors of Agrium Inc. ("Agrium") (TSX / NYSE: AGU) at the upcoming annual general meeting of shareholders on April, 9
ISS recommends that Agrium shareholders vote on JANA's
form of proxy or VIF.
An excerpt of the ISS report follows (the references to "dissident" refer to JANA):
"As insistent as the company has been that 'Jana's goal has always been a break up,' the only real proposals Jana has made to shareholders are to (1) add directors with appropriately deep understanding of the distribution business to help improve its performance and contribution to long-term value and (2) take a balanced look, leveraging their experience in distribution businesses, at whether there is in fact real value likely to be unlocked in a spin off. If after doing the second of these things they conclude it would be wise, they still have no power to break up the company, unless they can persuade the rest of the board, through reasoned discussion, of why that path would deliver sustainably higher value.
What shareholders should most consider in this contest, however, is not just the evidence that the company has underperformed or could use directors with relevant 'breaking bulk' experience to help it better oversee what is now a third of its business. They should also consider the board's responsiveness over the ten months this contest has played out, and in particular the cognitive dissonance of compulsively seeking to discredit the dissidents' proposals even as it began to implement or make commitments to implement many of the easier ones: returning capital to shareholders, providing shareholders better transparency into the distribution business, reducing excess working capital.