CALGARY, March 2, 2016 /PRNewswire/ - Canadian Pacific
(TSX:CP) (NYSE:CP) today announced that it is considering all of
its legal options in response to recent actions by a number of
major U.S. railroads who have stated publicly they are working
collectively to block CP's efforts to pursue a pro-customer,
competition-enhancing combination with Norfolk Southern Corp.
(NS).
It is unfortunate that CP must consider the use of litigation to
ensure a level playing field and protect its rights, but the
company has concluded that the actions of those competitors should
not be allowed to block the creation of a railroad that offers
unparalleled customer service and competitive rates that will
support the success of the shippers, the industries it serves and
the broader economy.
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, the anticipated results and benefits of the
proposed transaction, potential litigation or other legal action,
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 "Item 1A - Risk Factors" and "Item 7 -
Management's Discussion and Analysis of Financial Condition and
Results of Operations - Forward-Looking Information" in CP's annual
and interim reports on Form 10-K and 10-Q. 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 Form10-K for the year ended
December 31, 2015, which was filed
with the SEC on February 29, 2016.
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