CALGARY, Sept. 13, 2011 /PRNewswire/ - Canadian Pacific
Railway Limited (TSX: CP) (NYSE:CP) today announced that its
wholly-owned subsidiary, CPRH Canada Inc., has commenced a cash
tender offer for any and all of the outstanding US$245,750,000 aggregate principal amount of
6.25% Notes due 2011 issued by Canadian Pacific Railway Company
(the "Notes") on the terms and subject to the conditions set forth
in its Offer to Purchase and Consent Solicitation Statement, dated
September 13, 2011, and the related
Letter of Transmittal and Consent. CPRH Canada Inc. is also
soliciting consents to a certain proposed amendment to the
indenture governing the Notes. The related Offer to Purchase and
Consent Solicitation Statement and Letter of Transmittal and
Consent more fully set forth the terms of the tender offer and
consent solicitation.
The tender offer will expire at 11:59
p.m., New York City time,
on October 11, 2011, unless extended
or earlier terminated by CPRH Canada Inc. (such time on such date,
the "Expiration Date"). CPRH Canada Inc. reserves the right to
terminate, withdraw or amend the tender offer and consent
solicitation at any time subject to applicable law.
The tender offer consideration being offered for the Notes
accepted for purchase in the tender offer will be US$1,000 for each US$1,000 principal amount of Notes (plus accrued
and unpaid interest to, but not including, the settlement date
expected to be on or about October 12,
2011). In addition, holders who tender on or prior to
5:00 p.m., New York City time, on September 26, 2011 (such time on such date, the
"Consent Date") will receive an amount designated as a consent
payment equal to US$2.50 per
US$1,000 principal amount of Notes.
Holders who tender Notes are required to consent to the proposed
amendment to the indenture. Any tender of Notes prior to the
Consent Date may be validly withdrawn and consents may be validly
revoked at any time prior to the Consent Date, but not thereafter
unless the tender offer and consent solicitation is terminated by
CPRH Canada Inc. without any Notes being purchased. Holders who
tender Notes after the Consent Date but prior to the Expiration
Date will only receive the tender offer consideration but not the
consent payment, plus accrued and unpaid interest.
The obligation of CPRH Canada Inc. to accept for purchase, and
to pay for, Notes validly tendered and not withdrawn pursuant to
the tender offer and the consent solicitation is subject to the
satisfaction or waiver of the conditions to the tender offer and
consent solicitation, including the receipt of the requisite
majority consent to the proposed amendment to the indenture. The
complete terms and conditions of the tender offer and the consent
solicitation are set forth in the related Offer to Purchase and
Consent Solicitation Statement and the Letter of Transmittal and
Consent which are being sent to holders of the Notes. Holders of
the Notes are urged to read the tender offer documents
carefully.
The proposed amendment will still affect the terms of the Notes
held by the non-tendering holders of the Notes. Notes not tendered
and purchased pursuant to the tender offer will remain outstanding
until paid by CP on the stated maturity date of October 15, 2011.
CPRH Canada Inc. has retained Citi to act as Dealer Manager and
Solicitation Agent in connection with the tender offer and consent
solicitation. Questions about the tender offer and consent
solicitation may be directed to Citi at (800) 558-3745 (toll free).
Copies of the tender offer documents and other related documents
may be obtained from Global Bondholder Services Corporation, the
information agent for the tender offer and consent solicitation, at
(866) 470-3700 (toll free).
The tender offer and consent solicitation is being made solely
by means of the related Offer to Purchase and Consent Solicitation
Statement and the Letter of Transmittal and Consent. Under no
circumstances shall this press release constitute an offer to
purchase or the solicitation of an offer to sell the Notes or any
other securities of CP or its affiliates. It also is not a
solicitation of consents to the proposed amendment to the
indenture. No recommendation is made as to whether holders of the
Notes should tender their Notes or give their consent.
Note on forward-looking information
This news release contains certain forward-looking statements
relating but not limited to terms and timing of the tender offer
and consent solicitation. There can be no assurance that the tender
offer and consent solicitation will be completed. Undue
reliance should not be placed on forward-looking information as
actual results may differ materially.
By its nature, CP's forward-looking information involves
numerous assumptions, inherent risks and uncertainties, including
but not limited to the following factors: changes in business
strategies; general North American and global economic, credit and
business conditions; risks in agricultural production such as
weather conditions and insect populations; the availability and
price of energy commodities; the effects of competition and pricing
pressures; industry capacity; shifts in market demand; changes in
laws and regulations, including regulation of rates; changes in
taxes and tax rates; potential increases in maintenance and
operating costs; uncertainties of litigation; labour disputes;
risks and liabilities arising from derailments; transportation of
dangerous goods, timing of completion of capital and maintenance
projects; currency and interest rate fluctuations; effects of
changes in market conditions and discount rates on the financial
position of pension plans and investments, including long-term
floating rate notes; and various events that could disrupt
operations, including severe weather conditions, security threats
and governmental response to them, and technological changes.
Except as required by law, CP undertakes no obligation to update
publicly or otherwise revise any forward-looking information,
whether as a result of new information, future events or
otherwise.
About Canadian Pacific
Canadian Pacific (CP:TSX)(NYSE:CP) operates a North American
transcontinental railway providing freight transportation services,
logistics solutions and supply chain expertise. Incorporating
best-in-class technology and environmental practices, CP is
re-defining itself as a modern 21st century transportation company
built on safety, service reliability and operational efficiency.
Visit cpr.ca and see how Canadian Pacific is Driving the Digital
Railway.
SOURCE Canadian Pacific