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Apr. 8, 2013 Source: Agrium news release Agrium Inc. (TSX and NYSE: AGU) today urged shareholders to focus on the key issues and to vote using only the WHITE proxy FOR Agrium's nominees for the Board of Directors prior to the April 5, 2013 at 11 a.m. (Calgary time) proxy voting deadline. "This vote has always been about two competing visions - Agrium's highly successful integrated strategy that will continue to deliver increasing shareholder value versus JANA Partners' plan to break the company up and pursue other actions contrary to long term value creation," said Mike Wilson, President and CEO. "Agrium is a top-performing company that has created significant shareholder value across the business cycle and that is returning excess capital to shareholders through dividend increases and share buybacks. Spinning off Retail and pursuing JANA's other ideas would expose Agrium shareholders to substantial risk with no sustainable benefit. "Dissident New York hedge fund JANA Partners is doing its best to distract Agrium shareholders from what truly matters. Don't allow yourself to be sidetracked." "JANA's agenda does not include cooperation with the incumbent directors, contrary to its prior claims. Further, JANA's nominees, with their short-term golden leashes, are incentivized to pursue actions that your Board believes will destroy long-term value. If any of its director nominees get onto your Board, you should assume they will continue to agitate for a break up of the company and other actions contrary to the creation of lasting shareholder value." "I understand that desperate rhetoric and tactics are unfortunately commonplace in proxy contests, particularly when the dissident is not gaining traction. But at this late hour, it is telling that JANA has focused its recent communications on anything other than its deeply flawed plans for Agrium." All of the important information regarding this proxy contest from Agrium can be found at www.agrium.com/proxy. Shareholders can also access the tools to vote immediately through the website. As the proxy voting deadline nears, Agrium reminds shareholders of the following: Voting for even a single JANA director nominee on the dissident proxy is a vote against five of Agrium's highly qualified director nominees. A number of new independent analyst reports highlight the risks associated with using the dissident proxy (see Agrium's April 2, press release. JANA's dissident representatives are not independent or suited to represent the interests of all shareholders: JANA's nominees have agreed to golden leash arrangements where their compensation will crystallize at the earlier of 30 months or whenever JANA sells its Agrium shares. As a result they are heavily incentivized to pursue short-term actions which may be contrary to creation of long-term value For months, JANA's representatives have been on the road alongside JANA and co-authored an agenda and ideas that have been proven wrong. Rather than accepting that they have made errors and seeking an opportunity to better understand the business directly from Agrium, they have chosen to concoct new flawed ideas in an effort to deceive shareholders and advance JANA's agenda. Agrium's nominees have recently received strong support from three of Agrium's largest institutional shareholders Agrium has received recommendations for the election of its board nominees from three proxy advisory firms: Glass, Lewis & Co., a leading international proxy advisory firm; Pensions Investment Research Consultants (PIRC), a UK-based proxy advisory firm; and US-based proxy advisor Egan-Jones. Board renewal remains robust at Agrium, with over half of Agrium's incumbent directors joining the Board since the Company initiated its highly successful integrated strategy in 2005. Agrium Shareholders: The Proxy to Vote is WHITE Your vote is important, no matter how many shares you own. If you have not yet voted your WHITE proxy, please do so today FOR the election of the Agrium director nominees. Even if you have already voted using JANA's blue proxy, you can change your vote by submitting a WHITE Agrium proxy now, which will revoke any previously submitted proxy and be counted at the Meeting. Proxies must be received by 11:00 a.m. (Calgary time) on April 5, 2013. Due to the limited time available, we recommend voting by internet, telephone or fax today or no later than 24 hours before the deadline. For ease of voting visit our website www.agrium.com/proxy. Shareholders with questions or needing assistance in voting their WHITE proxy may call Agrium's Proxy Solicitation Agents as follows: Canadian shareholders: CST Phoenix Advisors at 1-866-822-1242 (toll-free) or email inquiries@phoenixadvisorscst.com U.S. shareholders: Innisfree M&A Incorporated at 1-877-456-3442 (toll-free) or email info@innisfreema.com European shareholders: UK Toll Free: 0800 294 5237, European Investors outside the UK: +44 (0) 207 760 8956 or email inquiries@phoenixadvisorscst.com Please discard any proxy or related materials you may receive from JANA Partners LLC. About Agrium Agrium Inc. is a major Retail supplier of agricultural products and services in North America, South America and Australia and a leading global Wholesale producer and marketer of all three major agricultural nutrients and the premier supplier of specialty fertilizers in North America through our Advanced Technologies business unit. Agrium's strategy is to provide the crop inputs and services needed to feed a growing world. We focus on maximizing shareholder returns by driving continuous improvements to our base businesses, pursuing value-added growth opportunities across the crop input value chain and returning capital to shareholders. Tweet |
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