CALGARY, March 29, 2016 /PRNewswire/ - Canadian
Pacific (TSX:CP) (NYSE:CP) today filed its definitive proxy
statement for its Norfolk Southern Corp. (NS) shareholder
resolution asking their board of directors to engage in good faith
discussions with CP regarding a business combination. CP also filed
a letter that will be sent to all NS shareholders about the
opportunity to create significant value for NS shareholders.
In filing its own definitive proxy statement on March 28, NS stated: "[The] Shareholder Proposal
from Canadian Pacific is Unnecessary Because Norfolk Southern Would
Have Discussions with CP if it Obtains a Declaratory Order and
States a Willingness to Meaningfully Increase its Offer."
"CP has consistently stated that we are open to discussing all
terms of a potential deal, including price, but we can't negotiate
with ourselves," said CP CEO, E. Hunter
Harrison. "Given we have also asked the Surface
Transportation Board for a declaratory order on the voting trust
model we were pleased to hear that Norfolk Southern may now be
willing to engage in direct face-to-face discussions."
CP's proposed business combination with NS would create a true
end-to-end transcontinental railroad that would enhance
competition, benefit the public and drive economic growth. CP has
demonstrated from the beginning that it is flexible on price,
having improved its offer twice already, and shown flexibility on
the structure of a potential combination, offering a voting trust
structure as the quickest way for NS shareholders to receive
consideration for their shares. CP has consistently said, however,
that the voting trust is not a condition of its offer.
NS shareholders have been telling CP from the beginning that
their own board should, at the very least, talk to CP about a
potential combination. CP's shareholder resolution to NS asks
shareholders to formally vote in favour of what they have been
saying to CP anecdotally for months; it is a vote for a discussion
between the two companies, not on the proposal itself. The
shareholder resolution will be voted on at the NS annual meeting
May 12 in Williamsburg, Virginia.
"The NS board has refused to meet with us in the past, which
ultimately led to our shareholder resolution," said Harrison.
"While we remain open to meeting with them anytime and anywhere, we
are putting the question to the shareholders of NS so they can
finally be heard. We continue to see tremendous opportunity and
enormous potential in the proposed business combination."
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,
create far more shareholder value than NS' strategic plan and
satisfy the U.S. Surface Transportation Board and other
regulators.
The definitive proxy statement and related proxy materials,
including CP's letters to shareholders and a "universal" GREEN
proxy or voting instruction form, will be mailed to shareholders of
NS and are also available via EDGAR at http://www.SEC.gov.
For more information on CP's proposal, visit
www.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 "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, including one or more
proxy statements in connection with the solicitation of proxies for
the 2016 annual meeting of NS shareholders, regarding the proposed
transaction may be filed with the Securities and Exchange
Commission (the "SEC"). On March 29,
2016, CP filed its definitive proxy statement (the "CP
Definitive Proxy") with the SEC. Investors and security holders are
urged to read such disclosure documents regarding the proposed
transaction, including the CP Definitive Proxy statement, 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
atwww.sec.gov. The disclosure documents and these other documents
may also be obtained for free from CP
athttp://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 10-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 the CP Definitive Proxy .
Additional Information
NS has announced that it will hold its annual meeting of
shareholders on Thursday, May 12,
2016 in Williamsburg,
Virginia. To keep current with all further developments and
for information about how to vote your shares and to obtain a copy
of the CP Definitive Proxy and other shareholder communications,
please continue to
visit http://www.CPconsolidation.com; In addition,
D.F. King & Co., Inc., CP's
proxy solicitor, will provide copies of the proxy statement and
accompanying GREEN proxy card without charge upon request by
calling (800) 252-8173 (toll-free) or (212) 269-5550
(Collect).
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