Agrium warns shareholders of JANA’s tactics to break up company
Agrium Inc. announced that it has commenced mailing its Proxy Circular in advance of the Annual General Meeting of Shareholders that will take place in Calgary, Alberta on April 9, 2013.
The proxy circular includes a letter to Agrium shareholders from Board Chair Victor Zaleschuk, a copy of which is included below, as well as detailed reasons why Agrium shareholders should vote for Agrium’s Board slate, using only the WHITE proxy.
“This is a simple choice between Agrium’s highly successful strategy that has delivered two consecutive years of record financial results and generated a 467%1 shareholder return since 2005, versus JANA Partners’ ill-conceived scheme to break up the company and take other actions that will destroy shareholder value,” said Victor Zaleschuk, Board Chair. “Agrium shareholders need to act today to protect the value of their investment by voting for Agrium’s Board nominees.”
Letter to Shareholders from Agrium’s Board Chair
The following letter was included in the proxy materials mailed to shareholders:
Dear Agrium Shareholder:
You have an important decision to make that will affect the value of your investment in Agrium.
This year’s election for the Board of Directors has become a choice between two competing visions for Agrium’s future. One vision is endorsed by Agrium’s Board and management, and has the support of an overwhelming majority of Agrium’s large institutional shareholders and the equity research community.
This vision would have Agrium continue to execute the integrated strategy that has delivered a 467% shareholder return and made Agrium one of the best performing stocks in North America since 2005. This strategy has produced two consecutive years of record earnings, and increased earnings from Agrium Retail by more than 50% since 2010. This performance, in turn, has made it possible for the Board to fulfill its long-standing plan to raise the dividend (which we have by 18x since 2010) as earnings and cash flow have increased. It is the strategy that has uniquely positioned Agrium to strike a deal to acquire from Glencore the agri-products business formerly operated by Viterra and return Cdn$900-million to shareholders in October 2012 in connection with Glencore’s sale of a stake in the Medicine Hat nitrogen facility. Moreover, it is the strategy that has enabled Agrium to achieve a leading position in the global agricultural inputs sector and increase its market value by over $14 billion2, or 700%, since 2003.
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