April 3, 2013
/PRNewswire/ -- JANA Partners LLC today urged shareholders of Agrium (TSX / NYSE: AGU) to vote their
proxies or VIF "FOR" value-unlocking change by
9:00am Eastern time
Friday, April 5
in order to ensure that their votes are counted.
Strong Support for JANA
: "We want to thank the many Agrium shareholders who have expressed their support and already voted for the independent nominees we have put forth," said
, JANA's Managing Partner and a board nominee. "We look forward to bringing relevant experience and an enhanced shareholder mindset to the board, which will unlock long-term value for all shareholders."
's leading proxy advisory firm, ISS, concluded that there is a "compelling" case for change at Agrium and advised shareholders to vote on JANA's
proxy. ISS noted that "While the board has begun implementing a number of [JANA's] proposals to drive shareholder value . . . its simultaneous, emphatic rejection of [JANA's] calls for these same initiatives, and its attempts to paper over other issues, raise significant concerns about its commitment."
JANA believes enhancing a minority of the board by adding its nominees, whom Bank of America has called "highly credible" and whom CIBC said "could help unlock value", can address these concerns for the benefit of every Agrium shareholder.
Agrium's Vote Buying Efforts
: JANA also emphasized the importance of every shareholder vote in light of Agrium's unethical and undisclosed plan to use shareholder money to pay brokers and financial advisers to cause their clients to vote for Agrium's board, paying
for each vote. This strategy has been uniformly condemned and just today
The Globe & Mail
said it "should be banned" in
, and JANA believes it is questionable whether it is truly even permissible now.
While Agrium has issued no response since its plans were uncovered, last night it dispatched a legal representative to
's BNN to defend the practice, who offered only this justification: "79% of our shareholders are not accessible through normal means" and "this is the only way to get to them". This statement is patently false and demonstrates a high level of disdain for shareholder intelligence. The large majority of Agrium's shareholders are institutional investors (like JANA) and the company knows who they are and has met with or directly contacted most of them. The remaining individual shareholders are not likely to have missed Agrium's numerous press releases, presentations and mass mailings (which do reach most shareholders through a shareholder services company). In any case, Agrium is not paying to inform shareholders, it is only paying for votes for the current board.
Even before this revelation, ISS pointed to the board's "questionable actions which raise questions about its credibility", underscoring the need for new voices and greater shareholder representation on the board. For any shareholders considering the recommendations of ISS or any smaller proxy advisory firm, we encourage them to consider that such recommendations were made before the discovery of Agrium's undisclosed vote buying plan, which indicates a clear need for a stronger shareholder voice on its board.