OREANDA-NEWS. April 03, 2013. Agrium Inc. (TSX and NYSE: AGU) announced that Glass, Lewis & Co. LLC (“Glass Lewis”) has recommended that its clients vote FOR all 12 of Agrium’s director nominees using only the WHITE proxy.

Glass Lewis is a leading independent international corporate governance analysis and proxy voting firm that focuses on the long-term financial impact of investment and proxy vote decisions. Its recommendations assist shareholders in making voting choices regarding proxy voting decisions.

In its report, Glass Lewis wrote:
“In sum, we find Agrium management has ultimately argued a more compelling case in favor of maintaining Agrium's existing strategy, and board, than JANA has argued against it…Nowhere is this exchange more readily displayed than with respect to the fundamental question of shareholder value: where Agrium offers a straightforward and succinct analysis of total returns against a wide range of individual comparables and peer composites, JANA relies upon a poorly justified weighting methodology in order to arrive at figures sufficient to support the remainder of its arguments. We regard this analysis as misleading at best, and believe shareholders should refrain from relying on any conclusions derived therefrom.”

“…we fail to see how election of prospectively conflicted Dissident nominees represents a compelling opportunity for unaffiliated shareholders when viewed relative to the continued pursuit of Agrium's stated plans. This is particularly true given recent board appointments, improved disclosure around Agrium's retail business and a clear commitment to return excess capital going forward.”

“We are pleased that Glass Lewis has recommended that its subscribers support Agrium’s slate of director nominees,” said Agrium Board Chair Victor J. Zaleschuk. “From the proxy advisors, to analysts and shareholders alike, Agrium’s slate of director nominees have strong momentum. Every vote counts, so shareholders should vote immediately to ensure their proxy is counted at the meeting.”

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.