Mr. Richard Downey reports
AGRIUM APPOINTS DAVID EVERITT AND MAYO SCHMIDT, TWO NEW INDEPENDENT DIRECTORS WITH EXTENSIVE AGRICULTURAL, RETAIL AND DISTRIBUTION EXPERIENCE, TO ITS BOARD OF DIRECTORS
Agrium Inc. has appointed David Everitt and Mayo Schmidt to its board of directors.
All amounts are stated in U.S. dollars.
"Agrium is pleased to welcome two strong, uniquely qualified, independent directors with extensive agricultural, retail and distribution experience to its board," said Victor Zaleschuk, board chair. "David Everitt and Mayo Schmidt each have distinguished track records in the agricultural sector and have overseen the creation of significant shareholder value during their careers. Agrium will benefit from Mr. Everitt's in-depth knowledge of the agricultural sector, obtained over his 37-year career. Mr. Schmidt is widely recognized for leading Viterra's transformation from a regionally based co-operative into Canada's largest agricultural inputs retailer and a leading global agricultural and food ingredients company."
Biographies of the new directors:
- Mr. Everitt recently retired as president, agricultural division, for
North America, Australia, Asian and Global Tractor Sourcing and Turf
Products and Technology for Deere & Company of Moline, Ill. He is
intimately familiar with procurement, marketing and distribution in the
global agricultural market space. In this role, Mr. Everitt had
responsibility for global tractor and crop care products. With Deere &
Company since 1975, Mr. Everitt was previously president, agricultural
division, Europe, Africa, South America and Global Harvesting Equipment
Sourcing, senior vice-president and managing director, Region 2,
Europe, Africa and CIS, and vice-president, Region 1, Worldwide
Agricultural Equipment division. He is a director of Brunswick
Corp. and Harsco Corp., both of which trade on the New York
Stock Exchange, and is also a board member of the National Business
Aviation Association, a Washington-based non-profit industry group.
- Mr. Schmidt was president, chief executive officer and a director
of Viterra Inc., a global agribusiness with a network of 263
agricultural retail locations. Prior to its acquisition by Glencore
International PLC on Dec. 18, 2012, Viterra was the only publicly
traded agricultural retailer of fertilizer, crop chemicals and seed in
North America, other than Agrium. During his tenure, Mr. Schmidt
developed the vision and strategy to transform the Saskatchewan Wheat
Pool from a regional co-operative to Viterra, a $6.1-billion global
corporation. Canadian Business Magazine recognized his efforts when it
named him Chief Executive of the Year in 2009. The hallmarks of Mr.
Schmidt's leadership at Viterra were strong shareholder value creation
and growth into new markets, supported by a global intelligence network,
a strong financial foundation and a steady focus on operational
excellence. Prior to joining Viterra, he was executive vice-president,
domestic and international operations, Conagra Foods Inc. Mr. Schmidt is
a member of the Canadian Council of Chief Executive Officers (open to
the top 150 Canadian corporations), a member of Washburn University's
board of trustees and the Lincoln Society, and a contributor to Harvard
University's private and public, scientific, academic, and consumer food
policy group. He also serves on the board of directors of the Global
Transportation Hub Authority.
In advance of announcing these directors, Agrium reached out to Jana to determine whether there was a basis for resolution of the proxy battle, even though Agrium is confident that Jana will not be successful.
The parties discussed settlement for three days premised upon Jana's agreement to stand down from its pursuit of a breakup of Agrium, along with its other activist initiatives, in return for Jana naming one of its director nominees to the Agrium board of directors. After agreeing, at the last minute, Jana reneged and insisted on two director nominees. As a result, discussions terminated.
"We are disappointed in Jana's decision to prolong this fight, which it is certain to lose. Shareholders are clearly not supportive of Jana's initiative to break up Agrium," said Michael Wilson.
Update on recent meetings with shareholders
On Jan. 28, Agrium hosted a 4.5-hour meeting with sell-side analysts in New York. The event and associated presentation were also made available to the media and investing public through a webcast. Hosted by Agrium's corporate and retail executives, the Analyst Day provided a thorough review of the company's integrated business strategy, a deep dive into its retail business, and a review of Jana's contrived and flawed ideas about Agrium. Since then, Agrium has met with 67 institutional shareholders across Canada and the United States, including 80 per cent of Agrium's top-60 actively managed institutional shareholders. Shareholders overwhelmingly support the continuation of Agrium's highly successful integrated strategy.
We seek Safe Harbor.