 So, let me welcome you to this year's James Lissen Expert. I'm sure I've been roasted being here at the Schultz School a lot. This business expert program was established in 2011 by James Lissen. And the purpose of the program is to bring leading experts in the field of law and business to our school. James Lissen is a graduate of our class of 1975. He served as council of law firms in Canada and the UK. He has extensive experience as an advisor to businesses in Canada and internationally and has served as chair of the Cadillac Fairview Corporation. He's also advised the federal government department of finance on reform and restructuring in the financial services sector. And he's a committed alumnus keen to make a difference in his alma mater. He's also a friend of this year's visitor. The Honorable Andrew Plylar. And as a graduate of the class of 1974. Yay! I knew that would get me something. The 1974 graduating class, much like the classes that are building in this era, attended law school in a transformative moment. The clinic was started. The LSAT was introduced as part of the admissions process. The school moved from admitting two sections of students to three sections. The joint LLB MBA program was established. Students gained representation of voting rights on faculty council, the Dell Housing Law Journal commenced publication, and students gained the right break mistake in my view to repeal their grades. The three years that ended in our building were perhaps the most transformative three years in the school's history. The class was outstanding. Their graduates from that class will find their way back to Dell Housing in the fall to celebrate their fourth anniversary. You didn't need to bring that. The class included a couple of law school professors along the line of judges, several politicians, a few astute business people, a couple of law deans, a university chancellor, a chair of the Ontario Securities Commission, and a long list of graduates who have made meaningful contributions to the practice of law and their communities. And it included the Honorable Anne McClellan. In I Understand, the first class of Section C. Anne was born in Hatch County, Nova Scotia, and grew up on her family's dairy farm. She earned her undergraduate degrees both in law and in arts at Dell Housing and her master's in laws from King's College in London. She served as a professor of law at the University of New Brunswick and later at the University of Alberta. She became the Liberal candidate for Edmonton Centre in 1993 and served four terms of the Liberal Member of the Parliament from that ride. In her political life, she served with great distinction in the Cabinet of Jean-Claude Chen and Paul Martin. She was Minister of Natural Resources, Public Health and Emergency Preparedness, Justice and Health and was named Deputy Prime Minister of Canada. Anne joined the Bennett-Jones Edmonton Office's Council and serves on a number of boards and directors, including the Boards of Agria and Cannaco. She is a strong community advocate as well, serving on a long list of non-profit boards. She's received honorary doctorate at the University of Alberta at Cape Breton and she's been appointed an officer of the Order of Canada. I've come to know Anne a little as the result of our shared work on the Board of the Institute on Research and Public Policy, and her answers is the Vice-Chair and Chair of the Research Committee. She's funny, bright, dedicated, focused and generous with her time and expertise. She is rarely at a loss for words. I am in awe of her energy. It is a great pleasure to have been able to invite her back to our school with a warmly welcome to the Honourable Dan Plummer. It's great to be back here at Dalhousie Law School and see some old friends, some old classmates, some old professors. It's wonderful to see you here. Kim has mentioned the fact that some of us in this room entered law school in 1971 and some of us were in the infamous Section C. Others not so lucky, A or B, but still. It was a great time, as you've said, to be in law school and an awful lot of change. I must say when I walk through the front doors here, the place just seems so physically different. But I have no doubt that the students continue to have the same enthusiasm as we had for their legal studies and for forming long-standing friendships that will last you a lifetime. And, Jim, listen, even though a year behind myself and some others in this room, Jim, a good friend, and he and I had the opportunity to talk for quite some time on Monday, he called, and we caught up on the various things that we've been doing. And it's interesting, and I suppose ironic, that today Jim is actually in Ottawa, my old department, the Department of Justice. And Jim, because again, part of that Weldon tradition is giving back in different ways, and Jim is actually a mentor to Department of Justice lawyers and he's spending the day in Ottawa talking about a number of issues of interest to federal lawyers, including value billing, which is a whole other topic we could spend a lot of time on. But that's not what I'm here to talk about today. Some of you who know me well would find it very surprising that I'm here talking, well, the listen lecture of business expert in residence, right? Because that certainly was not my background nor my interest, either in law school or I taught law for 17 years before going into politics and in fact the subjects I taught tended to be constitutional law, human rights, civil liberties, with a little bit of contracts thrown in for good measure. But one of the things I think that you learn in life is that it takes many interesting twists and turns and one of the great things about a law degree for the students in the room is that I think that degree stands you in good stead as those twists and turns transpire in your life and the education you get in a law school I think equips you to do an awful lot of things and learn an awful lot of things as you move through life. So since leaving politics and, okay, not to bring up a sorry subject of any sort for the liberals in the room, it was eight years ago today that the Paul Martin government was defeated by Stephen Harper. You should all be wearing black armbands. But anyway, it was indeed eight years to the day that the Martin government lost power and I was defeated in the writing of Edmonton Center. And since that time I've had the opportunity to serve on a number of publicly traded boards, nonprofits, and philanthropic boards. And what I want to talk about today is shareholder activism, which is something that has become a topic of some considerable discussion and controversy, not even particularly in Canada but in the United States, but shareholder activism, if it hasn't already come to a company near you, will be probably very soon unless you get awfully lucky. And so what I thought I would talk about is one director's my experience as a director on one company, Agriam, as it relates to shareholder activism. And I'm going to talk at the beginning about some of the general theories of shareholder activism and then make it specific to the situation of Agriam that which we as a board of Agriam went through for 12 months ending in an annual, or AGM in April 2013 when we repelled the nasty little hedge fund called JANA. And it is important for you to remember this is my perspective. I'm not speaking for my fellow directors at Agriam. I'm not speaking for the senior management at Agriam. I am speaking for myself in terms of my perspective on shareholder activism generally and in particular at Agriam. Let's see if this... Always have to have the forward looking statements, general disclaimer ladies and gentlemen. There it is, you are seized, deemed to have knowledge. Okay, shareholder... Hey, I was trained as a lawyer Bill, right? I mean, you know, there's some things you don't forget. Okay, shareholder activism. I think some of us of a certain age, long before some in this room, the students were born, will remember shareholder activism in the context of, for example, the barbarians at the gate, the famous leveraged buyout period, RJR Nabisco probably being the most famous and infamous example of shareholder activism made famous by James Garner who played the role of the CEO of Nabisco. People back then, 30 years ago, probably viewed shareholder activism, those who were the acquirers as ruthless thugs, was an expression turned around or thrown around very frequently. Barbarians at the gate would have applied not only to RJR Nabisco, but generally to those who were shareholder activists at the time. Generally brute force, that's another expression you see at this time in relation to shareholder activism. People would go in, they would ambush senior management teams, boards of directors, and the leveraged buyout was their favorite mechanism by which to take over companies. And those opposed to this practice, obviously, would say, leverage buyouts, you leverage or lever the company up, rip it apart, destroy it, sell off its parts, so on. Anyway, it went quiet for about three decades. And yeah, there was shareholder activism, but it was pretty quiet. And the leverage buyout and the ruthless thugs got such a bad name that most people didn't want to be associated with this particular corporate practice. But today, shareholder activism is back, it's back in spades, but it's viewed as, I think the reaction today is a much more nuanced one. And depending on your perspective, shareholder activism is good or it's bad. And that's why there's a much more nuanced response today. It takes many forms. I'm going to talk about a multi-billion-dollar hedge fund. And in fact, most of the headlines around shareholder activism come from multi-billion-dollar hedge funds and their activism. But at companies like Agriam, Camico, I used to be on the board of Nexon before taken over by the Chinese. That's a whole other corporate story. In fact, you can have mom and pop who bring a shareholder resolution, wanting more women on the board, wanting you to be more transparent about your greenhouse gas emissions, wanting you to get out of a certain part of the world. So, activism comes in many different forms. But it's fair to say that the activism we hear most about comes from billion-dollar hedge funds. Part of this plays into this whole discussion of short-termism, living from quarter to quarter, and the longer play. There's no such thing as a long play, really any longer, in the business world. We at Agriam, at Camico, we plan our strategic planning five years out. You're lucky. You're lucky if, in fact, you get a year to three years to actually try and implement that strategy before someone may come calling. Short-termism, it's interesting. A lot of work is now being done on how more and more people believe that short-term, quarter to quarter thinking, in terms of what have you done for me this quarter, and if you haven't done enough, I'll try and rip your company apart. In fact, it's actually not in the value creation business, but the value destruction business. Interestingly, right now, McKinsey and the Canadian Pension Plan, one of the world's largest pension plans, have undertaken a 12-month study to look at the whole question of short-termism, and their thesis is value destruction, and what they're looking for is to try and get a conversation going to try and get the corporate culture back on, as they say, track and thinking about longer-term strategic planning and longer-term growth and value creation. That is not generally what your hedge fund activist is into. Common concerns of shareholder activists, share price performance, what have you done for me recently, is your share price trading below that of your comparable peers, management performance, your senior leadership team. Are they performing up to snuff directly related to your share price performance in most cases? Are they entrenched, unwilling to listen to any suggestions in terms of change, of strategy, or direction, or human resources, and then corporate governance generally? What is your company doing on issues like, say, on pay and other issues? All right, shareholder activism. As I mentioned, hedge fund is the main vehicle for activism today. Investors are pouring billions of dollars into hedge funds. Hedge funds are today their own asset class, and you'll see in a reason why. Institutional investors who 30 years ago university endowment funds wouldn't have touched a ruthless thug shareholder activist because it was bad for their reputation. Today, endowment funds of universities, I don't know where this university's funds are invested, endowment funds, big pension funds are putting their money into hedge funds. And the reason why, look at this, activist hedge funds returned approximately 18% of investors compared to approximately 9% for the rest of the hedge fund industry. This is comparing categories within the hedge fund industry. If you were an activist in 13, that was a great year generally. Nobody in this room should have lost money in the market last year, right, Fred? But in fact, if you are an activist within that hedge fund category, your rate of return was well above that of the TSX, or the New York Stock Exchange last year. Targets. This is a change. This is interesting. Targets used to be smaller companies, right? Market cap maybe no more than 2, 3 billion. And those were the targets of your hedge funds. All of a sudden, that has exploded. And now what we see is that companies in all sectors, all sizes and all geographies, there is not a company that is safe from an activist shareholder today. And that's why all of us sitting on boards and senior management, regardless of your market cap, are doing what we call vulnerability assessments. And I'll say more about that toward the end. But you can see here, high profile and large caps, Apple, Microsoft, JCPenney, that's Bill Ackman at work again, Pepsi, Dupont, CP, which is probably Canada's most famous example of shareholder activism to date, Agriam, Shareit. You've got a little hedge fund here in Halifax going after Shareit. I don't know who, it was in the papers last week. Fred, you'd know who it was, it doesn't matter. But in fact, they were, they're going after Shareit, which has been a reasonably sized mining company among other things in Canada. Number of companies targeted in the U.S. in 2013, 356. And in fact, that is only a small fraction of the number of companies that have been subjected in the U.S. to shareholder activism last year. These are the ones you actually know about. These are the ones that make the pages of the Wall Street Journal or the New York Times deal book or whatever it is you're reading. In fact, most shareholder activism you never hear about. The shareholder comes, talks to senior management, the board, compromises reached, everybody goes home happy, and it never makes the pages of the paper. These are 356 that one could look up and read about in the financial pages of any paper in the United States. Same thing is true in Canada. Last year we probably had 40 public shareholder activism events, if that's what you want to call it. I think it's roughly 40, but the number that never made the headlines much, much more than that. And why is this happening? Why can a hedge fund like Janna, whose assets are between, on a good day, 6 to 8 billion, on a better day, 8 billion, how do they manage to go after a JCPenney, or a better example, Apple, Pepsi, Dupont, right? It's because of all the billions of dollars that are pouring into these hedge funds because of the rate of return that we saw in the previous slide. Billions, hundreds of billions of dollars, they estimate I think, I think, don't quote me on this, that last year alone 100 billion dollars was invested in activist hedge funds. So they now have the money that they never had before to take on the large caps. Okay, Canada as a target. U.S. activists are looking north because the low-hanging fruit is gone in the U.S., the companies that you can go into, shake up, take apart, whatever the case may be. A lot of that is done, what's left, big, big companies generally, and tough, expensive, hostile battles. Our laws, and I'm going to come back to this, do not provide the same defenses that one finds in the United States. It's interesting, Howard was the first Jim Listen lecturer, right? I was saying to Kim this morning, I said Howard and I weren't here together because at the end I have some systemic issues in relation to shareholder activism. That only people who are chairs of security commissions can actually deal with to level the playing field between those who would want to begin a hostile takeover and the target company. So we don't have the same defenses. We don't have just say no and other things that I'll come back to. And quite truthfully, the American hedge funds think we're too polite to fight. And this, in the agrium, hostile takeover actually attempt was relevant and played out, but it's quite clear after CP, where in fact Bill Ackman and Pershing Square, his hedge fund were successful to say the least, you started to read all this stuff in Canada and the U.S. about the fact that Canadian companies were ripe for the picking, they would never fight, they were going to roll over when your hostile hedge fund came to town, and so on. And one of the things we discovered in our battle with Janna was that the psychological profile of our CEO that they were working on was the fact that he was too mild to fight, that Mike Wilson would not stand up and fight to maintain the strategic plan that the board and the senior management team had put in place for the company. And boy, let me tell you, did they misunderstand or underestimate Mike Wilson because you don't build a company for eight, nine years, he just retired as our CEO. And if you're Mike Wilson, you don't roll over. The psychology of this is not unimportant in terms of ultimately winners and losers. But you don't want to make too much of this point, but there's no question that some of these American hedge funds think that we're rubes, that they've got all the power, all the clout, they've got the sophistication, they've got all the bright young analysts in their offices in New York usually or elsewhere and that when they come to town, we're going to just put up our hand and say we surrender. Well, ours was not that story. Canada-U.S. comparisons. Very quickly here, I think one of the big things that actually Howard and others who are responsible for securities commissions are looking at right now is this whole question. In the U.S., if you acquire 5% of a company's shares, you have to disclose that. You have to file and disclose. And that's exactly... Janna filed, they gave us a heads up at 4.6% of our shares that they were going to file, they would be filing, which they did a month after they quietly told us they were going to file. In this country, it's 10. So you can acquire a bunch of a company's shares. You do not have to publicly disclose until you own 10% of a publicly traded company's shares. That's a huge difference in terms of the clout, the just sheer voting power that your hedge fund can come to town with. I'm not going to go through all these slides. Now, just let me say here, I must say, Blake's. The other slides, most of the slides say Bennett Jones, where I spend part of my time in the public policy group. Blake's is one of the three law firms that represented us, and I'm going to come to that in just a minute, in our battle with Janna. And Blake's prepared some of these slides for the board and senior management during and after our battle with Janna. So I want to ensure that Blake's gets full credit. They did a bang-up job for Agriam in this fight. Staggered boards is interesting as well. We are not allowed to have staggered boards here in Canada. That's where you would elect a third of your directors one year, a third the next year, a third the year after. Makes it much harder for a takeover hedge fund to actually be able to go in and replace directors. It takes them a longer time to do it. We do not have staggered boards in Canada. Therefore, an activist shareholder could go in, and in theory, and also in practice, although I'm not suggesting necessarily easy, replace all 12, if that's what you have, that's what we have at Agriam, all 12 of your directors at one time. That would not be possible with many boards in the United States. I've already mentioned we don't have the just say no defense. Advanced notice bylaws, that would be the hedge fund giving the company notice that they are going to propose candidates of their own to stand for election to the board of directors. Advanced notice bylaws are becoming quite common in the United States. In Canada, you don't see them a lot, but in fact, they are becoming much more common, and you're going to see most companies in Canada, in fact, have a shareholder resolution at an upcoming Agriam to pass advanced notice bylaws so we cannot be ambushed. You cannot come to the floor, in theory, with a slate of candidates for election to the board. In fact, you have to give not less than 30 days notice, not more than 90, maybe 120 days, depending. This is all still being worked out in the U.S. and we're at very early dates here in Canada. Target company vulnerabilities, tenacity of dissident shareholders, in my case, Janna, the hedge fund, cannot be underestimated. They make significant investments. They are well advised. They can have longer investment horizons. They have reputational, let's go down here. They have reputational considerations that drive them to succeed. Ladies and gentlemen, if you do not think ego is not involved here, give your heads a shake. Let me say, in these hostile takeover matters, there's an awful lot of testosterone flying around the rooms in which you find yourselves. Probably another argument for more women on board, so I don't know. But in fact, there are reputational considerations that are not unimportant here. And let me just give you one example. Bill Ackman, this was Barry, certainly had Barry Rosenstein from Janna, had his own ego issues, that's for sure. But to give you one example, Bill Ackman again from Pershing Square, he's right now in a little battle with a company called Herbal Life, this is a pyramid scheme, and in fact it may be. But what Bill Ackman said about Herbal Life was the following. He would continue his assault on the company to the end of the earth. That is ego. That is probably not common sense for your shareholders who are invested in Pershing Square. But it's a lot of testosterone and it's a lot of ego. And you find this in most of these battles. There's a lot of reputation at risk and I'm going to come back to that at the very end. Activist shareholders are a significant distraction for the target. Absolutely. There's no question. We lift this for the board and for senior management at Agriam. Our hostile takeover battle with Janna was a little longer than most. It was a full 12 months. But that is 12 months in which your senior management team and your board of directors are, much as we try not to be, focused on the very future existence of your company, the machinations of the takeover artists. And even though you've got your team, which I'll say more about in a few minutes, you've got your team that is actually running the proxy fight against the hedge fund throughout your organization. People are wondering, what's my future? Am I going to have a job? Is the company going to exist in six months? Is the company going to be broken up? And this can be very distracting in terms of running the company on a day-to-day basis. Down below here, the comment around reporting issuers, that's us, Agriam in this case, to reassess their vulnerability to being a target for shareholder activism activities. This is a whole new growth industry for investment banks. You see this now in the U.S. It's here in Canada. It's going to grow dramatically. Vulnerability assessments. You never heard the expression. Mr. Harris, did we hear that expression 10 years ago? I don't think so. Vulnerability assessments. Every company today is doing a vulnerability assessment, and you don't do them once. You do them over and over again, which is huge fees for investment bankers or others, but mostly investment bankers who have now got divisions of their companies who do nothing other than vulnerability assessments for companies to make sure that they understand what their vulnerabilities are, why they might be a target, and what they need to do to avoid that. Key theses for activist intervention. I'm not going through these. These are pretty common. Evaluation, portfolio concerns. This, actually with Agriam, one of their big concerns with us was they believed we were conglomerate, and there is something in the world called a conglomerate discount in the marketplace. Janna believed we were trading lower than we should have been because of that conglomerate discount. Capital allocation. Janna believed we should be giving more money back to the shareholders. I will return to that. That's very common. In all these hostile shareholder activism issues, capital allocation is key, and when it gets right down to it, the capital allocation the activist shareholder is often talking about is you're sitting on a bunch of cash. We at Agriam might think that's for our growth, for the implementation of our strategic plan, takeover of a company like Vitero, or we'll come back to that in a minute, and so on. Activist shareholders are usually looking at you've got cash on your balance sheet, and we want it. We want it either in the form of increased dividends or share buybacks. And Janna came hard on that because we did have cash on our balance sheet, but we also had plans for that capital that we thought made an awful lot of sense in terms of growing the company and turning it into an even larger global agricultural inputs company than it is. Range of activist activities. You can read this yourself right here. Public announcement. This is all the quiet stuff. Once this happens, your world changes. Role of the board. Obviously to be informed. We oversee, but we don't manage the proxy contest. Consistency of message between the board and senior management is key. Participate with the management and select meetings with proxy advisory firms and shareholders. Becoming more and more important. Ten years ago, right, you probably never put your board into a shareholder meeting. It's a senior management. It was the president, the CFO. Whoever, head of corporate strategy who would go into shareholder meetings. And there was, in fact, when I started my board work in 0607, people around the board table, the reaction was, hey, hell no. You know, we're not going. It's a bad thing for the board to start talking to shareholders. And that's why we've got senior management. And all of a sudden, this world has been turned upside down. Shareholders are demanding to engage with directors. And we are all dealing with this at our respective boards. You've got to be careful. Directors, right? You've got insider information. You've got to be very careful. Script, what you say, the questions you're willing to answer cannot provide a shareholder you're meeting with, with information that shareholders generally don't have and so on. Same, you know, senior management has generally done this with our IR people. All of a sudden, boards of directors are having, and I personally, I think it's a good thing to go out, meet with proxy advisory firms and shareholders. Directors, I'm not going through this. Agrium, who we are. Now, director's duties, I did not go through that very wordy slide, but let me assure you that is absolutely important to those of us who serve as directors. And we have to exercise independent judgment, due diligence, reasonable skill, and so on. Now, Agrium, who are we? The only publicly traded company that crosses the entire agricultural value chain from manufacturer to the grower in the field. We are North America's largest retailer of agricultural nutrients. We market, we retail and wholesale in all three of the major nutrients. That would be nitrogen, that would be phosphate, and that would be potash, right Brent? Mr. Cotter, coming from the province, has got the world's largest supply of potash. And Agrium, in fact, has a mine, a potash mine in Vanscoy, which we're in the process of expanding, just as potash, the price per ton, goes into the toilet. Anyway, don't need to go there right now. We have approximately 14,000 employees around the world. Our market cap this morning, when I checked, was $13.3 billion. And we do business in North and South America, Europe, Australia, and Egypt. In Egypt, and that's been, I had, geopolitical risk, is a very big issue for businesses that work around the world. And that's been a bit of a challenge for us, as you can imagine. We trade on the New York Stock Exchange and the TSX. Who is Janna Partners? Out of New York, they specialize in event-driven investing, founded by a guy called Barry Rothstein in 2001. Their portfolio value is there. Just a couple of their previous activist plays, but they are very activist. Marathon McGraw Hill. At the time of our AGM in April 2013, they owned 7.6% of agrium shares. We were their single biggest investment, something like $1.5 to $1.7 billion of their total assets tied up in agrium. This is how Barry, and we all got to know Barry. We called him Barry. And anyway, this does get personal, by the way. That's one of the things you have to watch out for. Self-described, Barry's self-described approach was activist investing, which is respectful and collaborative while at the same time relentless. The only part of that we got was relentless. We did not get the respectful and collaborative part, but maybe that was our one-sided perspective. And Barry's tagline, you see in all their stuff, is ignore the crowd. I'm not going to go through this because it's way too busy and hard for anyone to read. But if you see the slides, Blake's has done a very good job of setting out here the key critical events. But the timeline here, Jana came and talked to our president, Mike Wilson, in May of 2012. This proxy battle ended at our AGM the first week of April in 2013. And there were key events. This is our trending line in terms of share price during this whole period. Here Brent is Potash, right here, and Mosaic, two other major Potash producers and wholesalers. And you can see that we outperformed Potash and Mosaic quite substantially. Big line up here is CF. And this is interesting. They're a major nitrogen producer, wholesaler and marketer. Why are they outperforming this market so dramatically? They're a pure play. And in fact, pure plays right now still, we thought it was going to change a bit, but pure plays still get a premium in the market. The market loves the pure play. And that's CF who basically are only in one business and that is nitrogen. So, I'm not going to go through the rest of that slide. It's really too hard to read. But one point that I will raise, right here in August in relation to director's duties, Barry came in quietly in May, early May, right away, Mike Wilson informed the board, we put a team together which I'll come back to in a minute. Right here is where we announced, the board of Agriam announced publicly that we were not going to accept Barry's main ask, which was to spin off retail from our company. And he believed retail was undervalued. He requested that we spin it off. Basically break up the company. We went out, got independent, the board employed independent advisors. They did a two month study of the company, our strategic plan, all Barry's numbers, and they came back and validated our strategic plan. And that is when we announced to the markets that we were not going to accept Barry's fundamental thesis to break up the company. We did not believe retail was undervalued in relation to its peers. And at that moment, in a sense, the die was cast and the battle was joined. Janus thesis, we traded a discount because we're a conglomerate. Retail has failed to live up to its potential. Insufficient disclosure around retail, comparables, peer group, performance metrics. Board members lack distribution experience. Company are not returning enough cash to shareholders. Generally poor capital allocation wanted us to rationalize our costs including curtailing corporate overhead. And Barry's question to the shareholder community was why not add one or two of our guys to the board? What harm could it do? Our thesis, we're not a conglomerate. We're an integrated agricultural inputs company that offers significant synergies and values. And in fact, that's being proven in spades right now with what's happening with Potash. We always believed that Janus plan was to break up Agream into two or possibly three pieces. Our past 12 months, performance had been outstanding. Retail, we believed was not poorly managed but we did concede that comparables, comparable peer group is hard to find. And we did not believe that our corporate G&A expenses were too high because we, independent validation were in or near the best quartile. We did take a two month independent review. Capital allocation, we in fact, we did have capital on our books. We had cash on our books but it was because we were in the process of acquiring Viterra along with Glencore. We had 1.6 billion to close the Viterra deal which gave us 234 new retail outlets largely in Western Canada. And we had already signaled to the market before Barry came to town that we were going to look at dividend increases and of course the share buyback. Those were our plans for our capital but Barry wanted more money back to the shareholder faster than certainly our plan at that time had indicated. Our question was why would we add one or two of Janna's people to the board? Okay, our response, the team, one of the things you learn here, the minute you get the call is you must, if you, if you, when the call comes believe that you're not, you listen, you say okay, I'm not buying that. I don't think, we've done our job, we've got a strategic plan for the growth of this company and returning value to the shareholders. So at that point, if that's your position you need to put a team together because you are going to have to fight. Whether it goes all the way as we did to the AGM and a very high profile costly proxy battle or whether you find a compromise along the way it's still going to take a, I would say highly qualified team that you need to put together and you need to put them together quickly. Senior management lead, that was our vice president Leslie O'Donohue, she was a former lawyer at Blake's before she came in-house, an absolutely brilliant M&A strategist. Our, and in fact you need to identify within your company your other key leads. Your key lead from IR, investor relations which is going to be key if you're going all the way through a proxy battle, you're legal, et cetera. That's one of the reasons why you're taking all your best people and you're putting them on this file and that's why it's time-consuming and distracting in terms of running the company. Legal, for all of you law students who are here, whoever you are, there's a lot of work out there with these law firms in terms of this kind of corporate activity and it's only going to grow. We had Blake's, senior management had Blake's or the company, Agriam, Blake's and Paul Weiss out of New York. We had Robert Schrum out of New York, one of Paul Weiss's most senior M&A specialists and these guys come to town. You're not dealing with them on the phone. Now you are day in, day out. But for important events these guys are in town, in Calgary, spending days there. Our special committee of the board, we created a special committee of the board which is really common practice. You'd be crazy not to create a special committee in this kind of fight. You want to make sure you have no potential conflicts on your special committee in terms of directors. We chose our existing chair, our former chair and two or three other board members who had had some experience with this kind of drawn out proxy fight and the special committee's lawyers were Norton Rose. Norton Rose, I've got to tell you, I work at Bennett Jones, great firm. These guys from Norton Rose went over and beyond for us. They were amazing and one guy out of their firm in Toronto, Walid Solomon, this guy, if you're ever in a hostile, I have got to tell you, you should have him come and he does a lot of public speaking. This guy is truly best in class. Everybody thinks you've got to go to New York or wherever. In fact, this guy, I am one of, I'm the only lawyer on the board of Agriam and one of the things I discovered is directors who are non-lawyers don't really like other lawyers. It's not personal, but when the lawyers run up the bills, the lawyers are doing this and doing that and that was the attitude of, I would say, in a kind of nice way, if that's possible, toward getting Norton Rose or any law firm to come in and provide independent legal advice to the special committee. At the end of this, there is not a director on the board of Agriam today who does not, whenever a legal issue comes up, you know what they say? Where's Walid? Where's Walid? That's how, you know, just be the best you can be and deliver high quality legal advice and you can even win over some of my, you know, less than lawyer friendly fellow board members. Norton Rose, an exceptional job for us throughout this whole process. Investment Bankers. Morgan Stanley, we had Morgan Stanley, senior global M&A guy on this file. Rob Kindler did a great job for us with his staff. RBC, Canadian Investment Bankers, proxy advisory firms to help us do our shareholder relations. Phoenix, Innisfree in the U.S. communications. You need the A team and you need them early and by the way, this costs money. You don't get this kind of advice for 12 months without running up a very big bill. But from our point of view as directors and the senior management of Agriam, it was worth every cent because we won. Lessons learned. Lessons learned. You've got to do regular vulnerability assessments. I've already talked about that. Board and senior management. Long before anybody comes knocking on your door, what you've got to do is do your job. As senior management and a board of directors, you've got to figure out what your company's about, the business it's in, and deliver value for your shareholders. Which means you've got to, if you're a director, understand the business, work with senior management, develop a strategic plan, three to five years probably, that you believe is going to deliver growth for the company and value to the shareholder. That is the best defense you've got against an activist shareholder. And operational and financial performance are key here because that's what your shareholders are going to be looking for. The board and senior management need to be aligned. We need to communicate our strategy to investors and market analysts. That means you need a well-resourced industrial or investor relations department. Investor days are important. We had a key investor day in January of 2013 and that was the day that we turned the tide. We were winning anyway, but Janna was starting to get a little bit of traction out there with certain analysts and with certain shareholders. We had an investment day that day when we put our retail guys up to take everybody who was interested, chapter and verse, through our retail operation. And the guys at Agri and we'll tell you was the day that we knew we probably had the momentum on our side. Know who your shareholders are, visit them proactively. Look at this. Mike Wilson and our management team made 360 investor visits in six months, leading up to our AGM. 360 visits. And you might very well again ask, going back to the distraction point, you've got your best guys out there spending time as they must to visit our shareholders, which they must. They are not running the company, but that's why you've got to have human resources depth in your company and a big company like AgriM does have that luxury, but many don't. And that's why they just fold their tents and go away. Investors want to meet board members, put them up. No longer good enough to say, no, you can meet our senior management team, not our board chair, not members of the special committee. That doesn't work anymore. Shareholders have the right to demand to meet directly with members of the board. Understand the role of the media here. Early on, Janna had the media, some media going business press, I think going with them because theirs is a sexier story. The shareholder activist, the breakup of the company, poor Janna's story, poor capital allocation, entrenched board in management, the business press loves that stuff. So early on, they were getting all the so-called sexy headlines. You've got to understand the role of the media in these high-profile proxy fights. It is key. You know what, Barry wasn't all wrong to listen to what your activist shareholder has got to say. And in fact, Barry said, increase disclosure in retail. Yes, we're doing it because we've got a good story. We weren't telling it as well as we should have. Enhanced distribution experience. We put two new members on the board during this fight who have that distribution experience. Greater shareholder returns. We increased our dividend twice in that 12-month period. Plus a share buyback. Barry wasn't all wrong. But that wasn't enough for Barry. Barry actually wanted to break up our company because he thought retail was undervalued and should be stand-alone as a separate corporate entity. As a general rule, best to try and find a mutually acceptable compromise. But if not, and you believe in your company's story, be prepared to fight. And remember, shareholder activism is here to stay. These are the systemic issues that came out of our battle and really they were there before, but Agriam put a high profile on these systemic issues going forward. And the OSC, other securities commissions in the country and their little group, the CSA, are now busy looking at most of these things. I've talked about advanced notice by-laws. The Golden Leash is interesting. This is now a Canadian term first devised by the press in the context of the Agriam proxy fight. This is where your director, Barry actually had a slate of five directors he wanted appointed to the board. None of those five got elected. But if one of them had gotten elected or two, Barry had a compensation plan that involved not only the director's fees that we are paid by Agriam, but an additional so-called bonus coming from Barry if the share price hit a certain value at various benchmarks. This is a huge issue now in the United States and it's going to be a bigger issue here. In terms of whether a company like Janna, a third party, can in fact pay the director a bonus on top of the director's fee that everybody else is being paid. You run into a situation of divided loyalties here. Is the director loyal to the shareholder doing that which is in the best interest of all shareholders or only doing that which may be in the best interest of Barry and Janna in the Agriam example. This became a very high profile issue with the coalition on good governance coming out strongly against the Golden Leash. Interestingly, ISS just in the past couple of weeks in the United States and we haven't talked about these proxy advisory firms. We can talk about it later if you want. They are not without influence and power in these kinds of matters. ISS just in the past two weeks looks like they may well come out in favor of some form of third party compensation for directors. The argument being that your director is, who stands in a proxy battle, is putting their reputation on the line. They're taking time and effort during the proxy battle and so on and they should be compensated for that in some way over and above regular directors fees if they were to be elected. Empty voting is coming to Securities Commission near all of us. It's a very big issue. I'm not going through. Pictures, I promise Mary, there would be pictures. Okay, the AGM in April, Barry put up a slate of five. Actually, ISS recommended that two of his five be voted for. Glass Lewis, the other major advisory firm said no. Janna had not made the compelling case in relation to their arguments around the company and adding any of Janna's directors, which was kind of interesting in and off itself. So, come AGM Day counting every vote. I'm not going, I don't have time. Time is over. To go into the technicalities, the back office part of getting these votes in, getting them counting, know where they're coming from, whether you've got your votes in and so on. It's just amazing and in a world of high tech we should be able to do this a lot better than it's being done right now. Morgan Stanley, did I tell you about ego? Okay, Morgan Stanley, Rich Kindler and Barry Rosenstein, we didn't know when we hired Rich and Morgan Stanley. They actually pretty actively disliked each other. And that became apparent throughout the 12 month period we were at this. This, for any of you who haven't been there, is Morgan Stanley's office in New York City. This was moments after our AGM on April 9th, 2013. Morgan Stanley put up on the ticker, Agriam wins proxy fight, all incumbents re-elected. In brackets not seen, Barry take that. Because this got personal between Morgan Stanley and Janna. This is Barry, just to let you know, this is Mike Wilson. Gentle, meek, mild-mannered Mike Wilson, who isn't any of those things by the way, he's a fighter, but Janna underestimated Mike's willingness to fight. And here's Barry. And I will conclude with this. Most of us on the board had just seen pictures of Barry. And Barry, we weren't even sure he was going to come to the AGM, right? But this was, you've got to understand how intense this is. And you think you've got your guys, you know, 12 incumbent directors elected, counting those votes with all our high-priced advice, but you're not sure. And so we weren't sure Barry was going to show. Barry comes with two armed guards. He flies in his private plane. No big deal there, all these guys have private planes. But flies in and he comes with two guys dressed in black suits. They were huge. They stayed with him even when he went up to the microphone and accused the board of fraud. They went to the microphone with him and stood beside him. As a former minister of public safety, my only question was whether they brought their weapons across the border with them, because that would have been illegal, because I'm sure in the U.S. they would have been packing. But I think whether they had their guns with them or not. But that was the first time most of us actually at the AGM saw Barry in person. And he's actually quite a small man. But obviously had a lot of anger that morning and was very, very upset because he came to town thinking they would have elected two of their directors. But in fact that didn't happen. And we defeated his slate convincingly. So I guess the moral of the story is if you do your job as a director in senior management, you've got a story that you believe in and your investors believe in and you do a good job of investor relations. You can in fact take on that activist hedge fund wherever they come from and you can win. But remember one thing, it is probably better to try and compromise. It is probably better to try and find a win-win for everybody because these battles are both distracting and expensive. Thank you very much.