JANA Partners Predicts Success - Asks Agrium To Stop Post-Deadline Campaigning And Start Working Collaboratively With New Directors

Urges Shareholders to Resist Lobbying Efforts to Change their Votes

NEW YORK, April 8, 2013 /CNW/ - JANA Partners LLC today announced that Barry Rosenstein and David Bullock appear to have enough votes to be elected to the board of Agrium Inc. (TSX / NYSE: AGU) at tomorrow's Annual General Meeting. While only Agrium knows the vote results for both sides, based on the number of votes received by these nominees and the typical turnout for contested Canadian elections, and leaving aside the potential impact of Agrium's offer to pay financial advisors and brokers for favorable votes, it appears that both will be elected. JANA thanked Agrium shareholders for casting approximately 59 million votes on the blue proxy for one or more of JANA's nominees.

Further supporting JANA's belief, some shareholders have informed JANA that Agrium contacted them after Friday's voting deadline, when Agrium received the full vote results, and asked them to switch their votes away from JANA's nominees. Agrium's meeting rules permit it to extend the voting deadline without public notice if doing so would help the current board win reelection.

• It appears that, after receiving the results on Friday, Agrium began contacting shareholders urging them to switch their votes away from Mr. Rosenstein and Mr. Bullock to other JANA nominees, without disclosing that those other nominees do not have enough votes to be elected. Agrium has also apparently asked some shareholders to support only Mr. Rosenstein, while asking others to support only Mr. Bullock.
• In each case, it appears that Agrium's goal is to lower the overall vote totals for both Mr. Rosenstein and Mr. Bullock to prevent either from being elected, by creating the false impression that if a shareholder moves their vote away from one JANA nominee another JANA nominee will still be elected.

"We ask any shareholder contacted by Agrium to hold firm and contact us to correct anything they may hear," said Mr. Rosenstein. "Agrium moved up the voting by over a month to end the debate, and it should not extend it because the results were not to its liking."

"We also note that Agrium's opposition to adding a minority of new voices to the board was based on its claim that an overwhelming number of shareholders did not favor such change," he added. "Now that this has been disproven, it is time to accept that result rather than continuing to fight behind the scenes."

Mr. Rosenstein also called on the Agrium board to put the campaign behind it and start the important work of coming together for the benefit of all shareholders.

"There is no good reason why the full board cannot work with a small number of new directors, particularly given the many areas of mutual agreement, including the importance of cost management, the benefits of a shareholder-friendly capital allocation policy, the value of enhanced disclosure to shed light on the value of Agrium's businesses, and the benefits of properly incentivizing management to profitably grow those businesses," he said. "There is also no harm that can come from hearing our opinions on matters where we disagree. We are ready to put this campaign behind us and turn to the much more fruitful task of working together collaboratively, and we ask that the full board join us in doing so."

JANA urges any shareholder who is asked to alter their vote, or who has not voted and is now asked to vote by Agrium, to vote the BLUE proxy in case Agrium extends the voting deadline.

For questions or assistance, please contact Kingsdale Shareholder Services Inc., at 1-866-581-1514 toll-free in North America, or 1-416-867-2272 outside of North America, or by email at [email protected].

SOURCE: JANA Partners LLC

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