Agrium warns shareholders of JANA’s tactics to break up company
The other vision is being promoted by a New York-based activist hedge fund called JANA Partners. JANA wants Agrium to abandon its current strategy, break itself into three small pieces, and take other actions that will destroy shareholder value. We have said we are not going to do that. So, to further its flawed agenda, JANA has put forward its own dissident slate of director nominees.
It is very important for you to ACT TODAY to protect the value of your investment in Agrium. Vote FOR the Agrium Board nominees on the WHITE form of proxy and disregard the materials you receive from JANA.
JANA’s Goal Is To Break Up Agrium
JANA first contacted Agrium in May 2012 and demanded we spin off Agrium’s Retail business and spin off our Potash operations, breaking Agrium into three small companies. JANA also demanded we reduce Retail working capital and corporate costs to levels that would significantly impair Agrium’s profitability and damage Agrium’s ability to manage its global operations.
While our Board has evaluated Agrium’s corporate strategy and structure many times in the past, the Board has taken JANA’s concerns seriously. We immediately engaged an independent financial advisor and independent legal counsel to advise the independent directors of the Board on the value of a break up, along with all of JANA’s other demands. After an in-depth, two-month review, the independent directors concluded that JANA’s break-up plan and its other demands would destroy shareholder value and were contrary to the best interests of the company and its shareholders. The Board has reviewed each successive argument JANA has made and continues to be of the view that JANA’s demands would destroy value and are not in the best interests of Agrium and its shareholders.
JANA’s latest message is to convince Agrium shareholders that it is really only concerned with the level of experience on Agrium’s Board. We don’t believe it and neither should you. If that were JANA’s concern, it would have supported the recent appointments to Agrium’s Board of David Everitt and Mayo Schmidt, two highly-accomplished and independent executives with precisely the extensive agricultural, retail and distribution expertise that JANA says Agrium needs.
JANA’s Dissident Nominees: Bought and Paid For?
It is important to note that JANA’s dissident nominees have agreed to accept special incentive payments from JANA for serving on Agrium’s Board. These payments are structured to incentivize short-term actions, even if they are taken at the expense of greater long-term value. This kind of “golden leash” arrangement is unheard of in Canada and raises serious questions about the independence of JANA’s nominees, and their ability to act in the best interests of all shareholders.
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