TORONTO, Jan. 30, 2012 /PRNewswire/ -- Pershing
Square Capital Management, L.P. ("Pershing Square"), today
announced that it will hold a Town Hall Meeting to provide
shareholders of Canadian Pacific Railway Limited ("Canadian
Pacific") (TSX: CP; NYSE: CP) and other interested parties the
opportunity to meet Pershing Square's slate "The Nominees for
Management Change" who will stand for election at Canadian
Pacific's May 17, 2012 Annual General
Meeting in Calgary. Each of the five Nominees for Management
Change and the former CEO of Canadian National Railroad,
Hunter Harrison, will be available
at the event in person. Bill
Ackman, founder and CEO of Pershing Square, Paul Hilal,
Partner at Pershing Square, and Hunter
Harrison will be available for discussion and analysis of
the need for board and management change at Canadian Pacific.
When:
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February
6, 2012, 10:00 a.m. – 12:00 p.m., with lunch to follow
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Where:
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Hilton
Toronto
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145
Richmond Street West Toronto, ON
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Toronto
Rooms 1 and 2
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Who:
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The
Nominees for Management Change: Bill Ackman, Gary F.
Colter,
Paul C. Hilal, Rebecca MacDonald and Dr. Anthony R.
Melman.
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- And
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Hunter
Harrison, former CEO, Canadian National Railroad
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Space is limited. Those who wish to attend in person or
view the live webcast are required to pre-register at:
www.CPRising.ca. A replay of the webcast will be made available
following the event.
Biographical information for The Nominees for Management Change
and Hunter Harrison, as well as the
proxy materials is also available at www.CPRising.ca.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements.
All statements contained in this filing that are not clearly
historical in nature or that necessarily depend on future events
are forward-looking, and the words "anticipate," "believe,"
"expect," "estimate," "plan," and similar expressions are generally
intended to identify forward-looking statements. These
statements are based on current expectations of Pershing Square and
currently available information. They are not guarantees of future
performance, involve certain risks and uncertainties that are
difficult to predict, and are based upon assumptions as to future
events that may not prove to be accurate. Pershing Square
does not assume any obligation to update any forward-looking
statements contained in this press release.
Additional Information
Canadian Pacific announced by press release on January 23, 2012 that it will hold its annual
meeting of shareholders on Thursday, May 17,
2012 in Calgary. Pershing Square's nominees will be
considered for election at that meeting. Prior to the
meeting, Pershing Square expects to furnish a proxy circular to
shareholders of Canadian Pacific, together with a BLUE proxy
card. SHAREHOLDERS OF CANADIAN PACIFIC ARE URGED TO READ THE
PROXY CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and shareholders will be able to
obtain free copies of the proxy circular and any amendments or
supplements thereto and further proxy circulars at no charge on
SEDAR at http://www.sedar.com. In addition, shareholders
will also be able to obtain free copies of the proxy circular and
other relevant documents by calling Pershing Square's proxy
solicitor, Kingsdale Shareholder Services Inc., at 1-866-581-1514
toll-free in North America, or at
1-416-867-2272 outside of North
America (collect calls accepted) when they become
available.
Information in Support of Public Broadcast
Solicitation
Pershing Square is relying on the exemption under section 9.2(4)
of National Instrument 52-102 - Continuous Disclosure
Obligations to make this public broadcast solicitation.
The following information is provided in accordance with corporate
and securities laws applicable to public broadcast
solicitations.
This solicitation is being made by Pershing Square, and by
Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square
International, Ltd. (excluding Pershing Square, collectively, the
"Pershing Square Funds"), and not by or on behalf of the management
of Canadian Pacific.
The address of Canadian Pacific is Suite 500, 401 - 9th Avenue
S.W.
Calgary, Alberta T2P
4Z4.
Pershing Square has filed an information circular dated
January 24, 2012 (the "Pershing
Square Circular") containing the information required by Form
51-102F5 – Information Circular in respect of its proposed
nominees. The Pershing Square Circular will be available on
Canadian Pacific's company profile on SEDAR at
http://www.sedar.com.
Proxies for the Canadian Pacific shareholders meeting may be
solicited by mail, telephone, facsimile, email or other electronic
means as well as by newspaper or other media advertising and in
person by managers, directors, officers and employees of Pershing
Square who will not be specifically remunerated therefor. In
addition, Pershing Square may solicit proxies in reliance upon the
public broadcast exemption to the solicitation requirements under
applicable Canadian corporate and securities laws, conveyed by way
of public broadcast, including press release, speech or
publication, and by any other manner permitted under applicable
Canadian laws. Pershing Square may engage the services of one
or more agents and authorize other persons to assist it in
soliciting proxies on behalf of Pershing Square and the Pershing
Square Funds.
Pershing Square has entered into an agreement with Kingsdale
Shareholder Services Inc. ("Kingsdale") pursuant to which Kingsdale
has agreed that it will act as Pershing Square's proxy agent should
Pershing Square commence a formal solicitation of proxies.
Pursuant to this agreement Kingsdale would receive a fee of
$100,000, plus an additional fee of
$6.00 for each telephone call to or
from Canadian Pacific shareholders. In addition, Kingsdale
may be entitled to a success fee on the successful completion of
Pershing Square's solicitation, as determined by Pershing Square in
consultation with Kingsdale.
All costs incurred for the solicitation will be borne by the
Pershing Square Funds.
A registered holder of common shares of Canadian Pacific that
gives a proxy may revoke it: (a) by completing and signing a valid
proxy bearing a later date and returning it in accordance with the
instructions contained in the form of proxy to be provided by
Pershing Square, or as otherwise provided in the proxy circular,
once made available to shareholders; (b) by depositing an
instrument in writing executed by the shareholder or by the
shareholder's attorney authorized in writing, as the case may be:
(i) at the registered office of Canadian Pacific at any time up to
and including the last business day preceding the day the meeting
of Canadian Pacific shareholders or any adjournment or postponement
of the meeting is to be held, or (ii) with the chairman of the
meeting prior to its commencement on the day of the meeting or any
adjournment or postponement of the meeting; or (c) in any other
manner permitted by law.
A non-registered holder of common shares of Canadian Pacific
will be entitled to revoke a form of proxy or voting instruction
form given to an intermediary at any time by written notice to the
intermediary in accordance with the instructions given to the
non-registered holder by its intermediary. It should be noted
that revocation of proxies or voting instructions by a
non-registered holder can take several days or even longer to
complete and, accordingly, any such revocation should be completed
well in advance of the deadline prescribed in the form of proxy or
voting instruction form to ensure it is given effect in respect of
the meeting.
Neither Pershing Square, the Pershing Square Funds, nor any of
their managing members, directors or officers, or any associates or
affiliates of the foregoing, nor any of Pershing Square's nominees
for the Board of Directors of Canadian Pacific, or their respective
associates or affiliates, has: (i) any material interest, direct or
indirect, in any transaction since the beginning of Canadian
Pacific's most recently completed financial year or in any proposed
transaction that has materially affected or would materially affect
Canadian Pacific or any of its subsidiaries; or (ii) any material
interest, direct or indirect, by way of beneficial ownership of
securities or otherwise, in any matter currently known to be acted
on at the upcoming meeting of Canadian Pacific shareholders, other
than the election of directors.
SOURCE Pershing Square Capital Management, L.P.