CALGARY, Nov. 25, 2014 /PRNewswire/ - Canadian
Pacific Railway Limited (TSX/NYSE: CP) announced today that it
intends to purchase for cancellation up to 1,210,163 of its common
shares pursuant to private agreements to be entered into between CP
and an arm's‐length third‐party seller.
Purchases will be made in accordance with an issuer bid
exemption order issued by the Ontario Securities Commission ("OSC")
dated November 25, 2014 (the
"Order"), and pursuant to the Order, may be made in several
transactions prior to March 16, 2015.
The price CP will pay for its common shares purchased by way of
private agreements will be at a discount to the prevailing market
price of CP common shares on the Toronto Stock Exchange at the time
of purchase.
Purchases made by CP will be counted towards CP's normal course
issuer bid announced on March 11,
2014, as amended September 29,
2014, for up to 12,650,862 CP common shares (the "Bid") and
will not exceed, in aggregate, one third of the maximum number of
common shares CP may purchase under the Bid, being 4,216,954 common
shares.
CP was previously granted two issuer bid exemption orders by the
OSC, one on March 28, 2014 and one on
June 10, 2014 permitting CP to make
private agreement purchases of up to 1,756,791 of its common
shares, in the aggregate, from arm's-length third-party sellers. CP
purchased 1,756,791 CP common shares under such orders.
The actual number of CP common shares that will be repurchased
under the Bid, by way of any private agreements or otherwise, and
the timing of any such purchases, will be determined by CP. There
cannot be any assurances as to how many common shares will
ultimately be acquired by CP under the Bid.
Information regarding each purchase, including the number of
common shares purchased and aggregate purchase price, will be
available on the System for Electronic Document Analysis and
Retrieval (SEDAR) at www.sedar.com and on EDGAR at www.sec.gov
following the completion of any such purchase.
Note on forward-looking information
This news release
contains certain forward-looking information within the meaning of
applicable securities laws relating, but not limited to, purchases
of common shares for cancellation under CP's share repurchase
program and future sources of capital. This forward-looking
information also includes, but is not limited to, statements
concerning expectations, beliefs, plans, goals, objectives,
assumptions and statements about possible future events,
conditions, and results of operations or performance.
Forward-looking information may contain statements with words or
headings such as "financial expectations", "key assumptions",
"anticipate", "believe", "expect", "plan", "will", "outlook",
"should" or similar words suggesting future outcomes.
Undue reliance should not be placed on forward-looking
information as actual results may differ materially from the
forward-looking information. Forward-looking information is not a
guarantee of future performance. By its nature, CP's
forward-looking information involves numerous assumptions, inherent
risks and uncertainties that could cause actual results to differ
materially from the forward-looking information, 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
commodity prices; uncertainty surrounding timing and volumes of
commodities being shipped via CP; inflation; changes in laws and
regulations, including regulation of rates; changes in taxes and
tax rates; potential increases in maintenance and operating costs;
uncertainties of investigations, proceedings or other types of
claims and 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; and various events that could disrupt operations,
including severe weather, droughts, floods, avalanches and
earthquakes as well as security threats and governmental response
to them, and technological changes. The foregoing list of factors
is not exhaustive.
These and other factors are detailed from time to time in
reports filed by CP with securities regulators in Canada and the
United States. Reference should be made to "Management's
Discussion and Analysis" in CP's annual and interim reports, Annual
Information Form and Form 40-F. Readers are cautioned not to place
undue reliance on forward-looking information. Forward-looking
information is based on current expectations, estimates and
projections and it is possible that predictions, forecasts,
projections, and other forms of forward-looking information will
not be achieved by CP. 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 CP:
Canadian Pacific (TSX:CP)(NYSE:CP) is a
transcontinental railway in Canada
and the United States with direct
links to eight major ports, including Vancouver and Montreal, providing North American customers a
competitive rail service with access to key markets in every corner
of the globe. CP is growing with its customers, offering a suite of
freight transportation services, logistics solutions and supply
chain expertise. Visit www.cpr.ca to see the rail advantages of
CP.
SOURCE Canadian Pacific