Agrium Inc. said today 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, as well as detailed reasons why Agrium shareholders should vote for Agrium’s board slate.
"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 percent 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 Zaleschuk. "Agrium shareholders need to act today to protect the value of their investment by voting for Agrium’s board nominees."
Agrium said Jana’s vision is to abandon Agrium’s current strategy, break itself into three small pieces, and take other actions that will destroy shareholder value.
Agrium also suggests that Jana’s five board nominees are 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,” Agrium said. “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.”
“Jana’s campaign isn’t about corporate governance, operating performance, or board experience,” said Agrium. “It is a Trojan Horse tactic aimed at securing board seats that Jana can then use to further its agenda of breaking up Agrium.”