NORFOLK, Va., Feb. 9, 2016 /PRNewswire/ -- Norfolk
Southern Corporation (NYSE: NSC) today issued the following
statement regarding the non-binding shareholder proposal submitted
by Canadian Pacific (TSX:CP) (NYSE:CP):
CP has proposed a non-binding
resolution that NS should have discussions with CP regarding a
business combination. NS has already met with CP and publicly
provided clear detail regarding the NS Board's concerns.
While CP continues to publicly declare that NS should "talk to CP
about a potential combination," we believe further discussions are
not in the best interests of NS shareholders unless CP offers NS
shareholders compelling value and addresses the regulatory issues
inherent in its proposal.
The NS Board carefully considered
and unanimously rejected each of CP's three unsolicited acquisition
proposals, after it determined that each was grossly inadequate and
would face substantial regulatory risks and uncertainties that CP
would be highly unlikely to overcome. Notably, CP has not
addressed the NS Board's concerns, nor sought a declaratory order
from the Surface Transportation Board that would provide clarity
regarding the likelihood of regulatory approval of its voting trust
structure.
The NS team remains focused on
executing our plan to reduce costs, drive profitability and enhance
value for all NS shareholders. We believe the interests of NS
shareholders are best served by the continued execution of our
strategic plan.
Morgan Stanley & Co. LLC and Bank of America Merrill Lynch
are acting as financial advisors to Norfolk Southern
Corporation and Skadden, Arps, Slate, Meagher & Flom
LLP, Hunton & Williams LLP and Morrison & Foerster
LLP are acting as legal advisors.
About Norfolk Southern
Norfolk Southern Corporation
(NYSE: NSC) is one of the nation's premier transportation
companies. Its Norfolk Southern Railway Company subsidiary operates
approximately 20,000 route miles in 22 states and the District of Columbia, serves every major
container port in the eastern United
States, and provides efficient connections to other rail
carriers. Norfolk Southern operates the most extensive intermodal
network in the East and is a major transporter of coal, automotive,
and industrial products.
Forward-Looking Statements
Certain statements in this press release are "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, as amended.
These statements relate to future events or the Company's future
financial performance and involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
levels of activity, performance or achievements of the Company or
its industry to be materially different from those expressed or
implied by any forward-looking statements. In some cases,
forward-looking statements can be identified by terminology such as
"may," "will," "could," "would," "should," "expect," "plan,"
"anticipate," "intend," "believe," "estimate," "project,"
"consider," "predict," "potential" or other comparable terminology.
The Company has based these forward-looking statements on
management's current expectations, assumptions, estimates, beliefs
and projections. While the Company believes these expectations,
assumptions, estimates, and projections are reasonable, such
forward-looking statements are only predictions and involve known
and unknown risks and uncertainties, many of which involve factors
or circumstances that are beyond the Company's control. These and
other important factors, including those discussed under "Risk
Factors" in the Company's Form 10-K for the year ended Dec. 31, 2015, as well as the Company's
subsequent filings with the Securities and Exchange Commission, may
cause actual results, performance or achievements to differ
materially from those expressed or implied by these forward-looking
statements. The forward-looking statements in this press release
are made only as of the date they were first issued, and unless
otherwise required by applicable securities laws, the Company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Copies of Norfolk Southern
Corporation's press releases and additional information about the
Company are available at www.norfolksouthern.com or you can contact
the Norfolk Southern Corporation Investor Relations Department by
calling 757-629-2861.
Important Additional Information and Where to Find It
Norfolk Southern Corporation (the "Company"), its directors and
certain of its executive officers and employees may be deemed to be
participants in the solicitation of proxies from stockholders in
connection with the Company's 2016 Annual Meeting of Stockholders
(the "2016 Annual Meeting"). The Company plans to file a proxy
statement with the Securities and Exchange Commission (the "SEC")
in connection with the solicitation of proxies for the 2016 Annual
Meeting (the "2016 Proxy Statement"). Additional information
regarding the identity of these potential participants, none of
whom owns in excess of 1 percent of the Company's shares of Common
Stock, and their direct or indirect interests, by security holdings
or otherwise, will be set forth in the 2016 Proxy Statement and
other materials to be filed with the SEC in connection with the
2016 Annual Meeting. This information can also be found in
the Company's definitive proxy statement for its 2015 Annual
Meeting of Stockholders (the "2015 Proxy Statement"), filed with
the SEC on March 25, 2015, or the
Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on
February 8, 2016 (the "Form 10-K").
To the extent holdings of the Company's securities by such
potential participants have changed since the amounts printed in
the 2015 Proxy Statement, such changes have been or will be
reflected on Statements of Ownership and Change in Ownership on
Forms 3 and 4 filed with the SEC.
STOCKHOLDERS ARE URGED TO READ THE 2016 PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), 2015 PROXY
STATEMENT, FORM 10-K AND ANY OTHER RELEVANT DOCUMENTS THAT THE
COMPANY HAS FILED OR WILL FILE WITH THE SEC CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Stockholders will be able to obtain, free of charge, copies of
the 2016 Proxy Statement (when filed), 2015 Proxy Statement, Form
10-K and any other documents (including the WHITE proxy card) filed
or to be filed by the Company with the SEC in connection with the
2016 Annual Meeting at the SEC's website (http://www.sec.gov) or at
the Company's website (http://www.nscorp.com) or by writing to
Denise Hutson, Corporate Secretary,
Norfolk Southern Corporation, Three Commercial Place, Norfolk, Virginia 23510.
Contacts:
Media Inquiries:
Frank Brown, 757-629-2710
(fsbrown@nscorp.com)
Investor Inquiries:
Katie Cook, 757-629-2861
(InvestorRelations@nscorp.com)
or
Dan Katcher / Andrew Siegel / Joseph
Sala
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
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SOURCE Norfolk Southern Corporation