NEW YORK, May 7, 2012 /PRNewswire/ -- William A.
Ackman of Pershing Square Capital Management, L.P. ("Pershing
Square") today filed a letter to shareholders regarding the
election of the Nominees for Management Change to the Board of
Directors of Canadian Pacific Railway Limited ("Canadian Pacific")
(TSX: CP; NYSE: CP), in connection with Canadian Pacific's upcoming
annual general meeting of shareholders to be held on May 17th.
The full text of William A.
Ackman's letter to fellow shareholders is below:
May 7, 2012
Dear Fellow Shareholder,
On May 17th, the shareholders of
Canadian Pacific will have the opportunity to decide the future of
this iconic railway. With your support, the Nominees for
Management Change will work to recruit new leadership at CP,
reverse its six-year decline, and restore the Company to its
rightful position as one of the best-performing railways in
North America.
We are highly incentivized to achieve this objective as Pershing
Square and the Nominees for Management Change collectively own
$1.8 billion of stock in the
Company.
A better performing CP will deliver enormous shareholder value
and substantially improve customer service, while restoring lost
market share.
We have received overwhelming support and encouragement from our
fellow shareholders. In a recent poll of shareholders who own
45% of the Company, Brendan Wood, an
independent research firm, found that 94% of shareholders surveyed
support the Nominees for Management Change. In the same poll,
the incumbent board received just 6% support. This result is
unsurprising as the same survey revealed that, among 46 global
transportation companies, the incumbent board is ranked 41st, and
Fred Green is ranked 45th.
On May 3rd, after several months
of review and analysis, ISS, the leading shareholder proxy advisory
firm, recommended that CP shareholders vote on the BLUE proxy FOR
all seven Nominees for Management Change. Explaining its
recommendation, ISS stated:
"What shareholders appear to have witnessed over these
[incumbent] directors' tenure, as a close examination of the
evidence in this proxy contest makes plain, is an enduring failure
of board leadership, and a bewildering lack of accountability for
results."
"Because the [Nominees for Management Change] have
demonstrated a compelling case that poor board oversight has
allowed the company's performance to drift further and further
below both its peers and its potential over at least half a decade,
it seems clear that change on the board is needed."
Your support is essential to effectuate the changes that are
necessary to restore CP to greatness. With a strong mandate
for management change from shareholders, the newly reconstituted
board will hear your message loud and clear and will immediately
work to identify the best new leader for Canadian Pacific.
Every vote counts. If you have not already done so,
please vote the enclosed BLUE proxy or voting instruction form FOR
all seven Nominees for Management Change. To send the
strongest message for change, you should withhold votes from all 15
incumbent directors.
If you have already voted on management's white proxy or
voting instruction form, you may still revoke that prior vote by
simply voting your BLUE proxy or voting instruction form.
Only your latest dated proxy will be counted. In that there
are only a few days until the meeting, we encourage you to vote
your shares today by Internet or by telephone. To do so,
go to the website specified on the enclosed BLUE proxy or voting
instruction form, or call our proxy solicitors at one of the
numbers listed on the back page of this letter and they will assist
you with voting. You will need your "Control Number" listed
on the enclosed BLUE proxy or voting instruction form to vote by
Internet or telephone.
Please also continue to visit www.CPRising.ca. There you
will find copies of all of our shareholder communications and have
an opportunity to submit comments directly to us.
Sincerely,
William A. Ackman
If you have not already done so, please vote the BLUE proxy
or voting instruction form today. As the meeting is quickly
approaching, we encourage you to vote your shares by Internet or by
telephone, by following the instructions set out in the BLUE proxy
or voting instruction form. Shareholders are reminded
that they may still submit a BLUE proxy even if they have
previously submitted a white proxy. A properly completed BLUE
form of proxy or voting instruction form will automatically revoke
any earlier form of proxy or voting instruction submitted by you in
respect of the meeting.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements.
All statements 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, except as required by applicable law.
Please refer to Pershing Square's proxy circular dated April 4, 2012, which is available at
http://www.CPRising.ca, for further information regarding the risks
of these statements.
Additional Information
To keep current with all further developments and for
information about how to vote your shares and to obtain a copy of
Pershing Square's proxy circular and other shareholder
communications, please continue to visit
http://www.CPRising.ca. If you are a shareholder and have not
already done so, please vote your BLUE proxy or voting instruction
form FOR all seven Nominees for Management Change, and WITHHOLD
from all 15 incumbent directors or vote for up to nine incumbent
management nominees. If you have any questions, need
assistance in voting your BLUE proxy or voting instruction form or
need a BLUE proxy or voting instruction form, please call Pershing
Square's proxy solicitor in Canada, Kingsdale Shareholder Services Inc.,
at 1-866-851-3214 toll-free in North
America, or at 1-416-867-2272 outside of North America (collect calls accepted), or
Pershing Square's proxy solicitor in the
United States, D.F. King
& Co., Inc., at 1-800-659-5550 toll-free in North America, or at 1-212-269-5550 outside of
North America (collect calls
accepted). We also invite you to share your comments by going
to the comment section of the CPRising website.
SOURCE Pershing Square Capital Management, L.P.