CALGARY, Feb. 16, 2016 /PRNewswire/ - Canadian Pacific
(TSX:CP) (NYSE:CP) today announced it will seek a declaratory order
from the U.S. Surface Transportation Board (STB) confirming the
viability of the voting trust structure that CP has suggested as
part of its proposed merger with Norfolk Southern Corp. (NS). CP
urges NS, consistent with its duties to its shareholders, to assist
constructively in this effort, but intends to proceed regardless of
NS's cooperation.
"While we remain fully confident in our comprehensive regulatory
plan, shareholders of both CP and NS have recommended that we seek
this declaratory order as a means to better understand the STB's
views on the proposed voting trust model ahead of any formal
application," said E. Hunter
Harrison, CP's Chief Executive Officer. "We still think this
action is unnecessary, however, we believe listening to the
shareholders – the owners of our respective companies – is
important."
Voting trusts have been used in hundreds of transactions
involving regulated industries, including 144 transactions overseen
by the STB since deregulation of the rail industry in 1980. Trusts,
besides protecting against unlawful control violations, are a key
means of reducing the risk that the regulatory approval process
will either interfere with the marketplace's assessment of a merger
or be used as a tool by management to fend off would be
acquirers.
While the declaratory order presents a hypothetical proposed
trust – outside the established STB procedure for seeking formal
trust approval - CP is hopeful that the STB will be able to offer
clear guidance that will satisfy shareholders' concerns before
their voices are heard on CP's pending resolution.
Earlier this month, CP submitted a resolution to NS shareholders
to ask their board of directors to meet with CP to discuss the
clear benefits of a business combination that would create a true
end-to-end transcontinental railroad that would enhance
competition, benefit the public and drive economic growth.
"NS has cited supposed regulatory uncertainty regarding the
voting trust model as a reason not to talk to CP, and NS proposed
that we seek a declaratory order. We are skeptical that the STB
will give a definitive ruling, especially when NS will not even sit
down with us, but we are willing to go the extra mile if that is
what it takes to get NS to the table," said Mr. Harrison.
CP strongly believes that a combined railroad would offer
unparalleled customer service and competitive rates that will
support the success of the shippers and industries it serves, and
satisfy the STB and Canadian regulators.
For more information on CP's proposal to NS, visit
CPconsolidation.com.
Forward Looking Statement
This news release contains certain forward-looking information
within the meaning of applicable securities laws relating, but not
limited, to CP's proposal to NS regarding a possible business
combination, CP's shareholder proposal to NS, the anticipated
results and benefits of the proposed transaction and matters
relating to regulatory approvals and changes. 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: the ability of the parties to
agree to the terms of a proposed transaction; the ability of the
parties to obtain the required regulatory approvals; the ability to
recognize the financial and operational benefits of the
transaction; 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.
Rule 425 Disclosure
This announcement is neither an offer to purchase or exchange
nor a solicitation of an offer to sell securities. Subject to
future developments, additional documents regarding the proposed
transaction may be filed with the SEC. Investors and security
holders are urged to read such disclosure documents regarding the
proposed transaction, if and when they become available, because
they will contain important information. Investors and
security holders may obtain a free copy of the disclosure documents
(when they are available) and other documents filed by CP with the
SEC at the SEC's website at www.sec.gov. The disclosure documents
and these other documents may also be obtained for free from CP at
http://www.cpr.ca/en/investors or by directing a request to
Canadian Pacific Railway Limited, 7550 Ogden Dale Road S.E.,
Calgary, Alberta, Canada, T2C 4X9,
Attention: Office of the Corporate Secretary.
CP and its directors, executive officers and other employees may
be deemed to be participants in any solicitation of CP or NS
shareholders in connection with the proposed transaction.
Information about CP's executive officers and directors is
available in CP's Annual Report on Form 40-F for the year ended
December 31, 2014, which was filed
with the SEC on February 23, 2015.
Additional information about the interests of potential
participants will be included in any proxy statement filed in
connection with the proposed transaction.
About Canadian Pacific
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 cpr.ca to see the rail advantages of Canadian
Pacific.
SOURCE Canadian Pacific