CALGARY, Aug. 3, 2016 /PRNewswire/ - Canadian Pacific
Railway Limited ("Canadian Pacific" or "CP") (TSX:CP)(NYSE:CP) and
Pershing Square Capital Management L.P. ("Pershing Square") today
announced the commencement of a public offering of 9,840,890 of
Canadian Pacific's common shares by certain funds managed by
Pershing Square. Canadian Pacific is not selling any common shares
in the offering and will not receive any of the proceeds from the
offering of common shares by the funds managed by Pershing Square.
Upon the closing of today's sale of 9,840,890 common shares, funds
managed by Pershing Square will not own any common shares of
Canadian Pacific.
J.P. Morgan, Credit Suisse, BofA Merrill Lynch will act as
underwriters for the offering.
This offering is only made by prospectus. Canadian Pacific
previously filed with the securities commission in each of the
provinces and territories of Canada a shelf prospectus and a corresponding
registration statement with the United States Securities and
Exchange Commission (the "SEC"), which has become effective under
the Securities Act of 1933, as amended. Prospectus supplements
describing the offering will be filed with the SEC and the Canadian
securities commissions on or before August
5, 2016. The prospectuses contain, and the related
supplements will contain, important detailed information about the
securities being offered. Before investing, you should read the
prospectuses and other documents filed with the SEC and the
Canadian securities commissions for information about Canadian
Pacific and this offering. Copies of the prospectuses and related
prospectus supplements, when available, may be obtained from: J.P.
Morgan, Attention: Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717,
telephone: 866-803-9204; or Credit Suisse Securities (USA) LLC, Attention: Prospectus Department,
One Madison Avenue, New York, NY
10010, telephone: 800-221-1037, email:
newyork.prospectus@credit-suisse.com, or BofA Merrill Lynch,
Attention: Prospectus Department, 222 Broadway, New York, NY 10038, email:
dg.prospectus_requests@baml.com. You may also obtain these
documents free of charge by visiting the SEC's website at
www.sec.gov or SEDAR at www.sedar.com.
This press release does not provide full disclosure of all
material facts relating to the securities offered. Investors should
read the prospectuses, any amendments and any applicable shelf
prospectus supplements for disclosure of those facts, especially
risk factors relating to the securities offered, before making an
investment decision.
This news release does not constitute an offer to sell
securities, nor is it a solicitation of an offer to buy securities,
in any jurisdiction. Any sales will be made through registered
securities dealers in jurisdictions where the offering has been
qualified for distribution.
Forward Looking Statement
This news release contains certain forward-looking information
within the meaning of applicable securities laws relating, but not
limited, to executive succession, agreements for the provision of
future services, our operations, priorities and plans, anticipated
financial performance, business prospects, planned capital
expenditures, programs and strategies. 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. To the extent
that CP has provided guidance using non-GAAP financial measures,
the Company may not be able to provide a reconciliation to a GAAP
measure, due to unknown variables and uncertainty related to future
results.
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
"Item 1A - Risk Factors" and "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.
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