CALGARY, Feb. 14, 2018 /CNW/ - Canadian Pacific Railway
Limited (TSX: CP) (NYSE: CP) announced today that it will
repurchase common shares from a third-party seller under a share
repurchase program (the "Program"). The Program will form part of
CP's normal course issuer bid for up to 4,384,062 common shares
announced on May 10, 2017 (the
"NCIB").
CP will enter into a share repurchase agreement (the
"Agreement") with a third party to purchase common shares through
daily purchases between February 20,
2018 and May 14, 2018, subject
to a maximum, in aggregate, of 325,000 common shares under the
Program. Pursuant to the terms of the Agreement, and subject to the
terms of an issuer bid exemption order issued by the Ontario
Securities Commission (the "Order"), an affiliate of the third
party will purchase on the open market an equivalent number of CP
common shares as the number sold to CP. CP is prohibited from
purchasing any other common shares during the term of the Program.
The price that CP will pay for any common shares purchased by it
from the third party under the Agreement will be at a discount to
the prevailing market price of CP's common shares on the Canadian
markets at the time of the purchase.
CP currently intends to purchase the aggregate maximum of
325,000 common shares under the Program; however, the number of
common shares purchased pursuant to the Program may be less than
the maximum if, among other things, it is not possible to purchase
common shares within the price range established by CP, if trading
is suspended, or as a result of market factors. In accordance
with the terms of the Order, following completion of the Program,
CP will issue a news release providing information regarding the
purchases made pursuant to the Program including the number of
common shares purchased and aggregate purchase price paid.
Pursuant to the terms of the Agreement and the Order, all
purchases made by the third party's affiliate on the TSX and other
Canadian markets pursuant to the Program will be made in accordance
with the TSX rules applicable to the NCIB, subject to limited
exceptions as provided in the Order. Common shares acquired by CP
will be cancelled.
During trading blackout periods, purchases of common shares
under the Program will be made in accordance with irrevocable
instructions established by CP at a time when CP is not in a
trading blackout or in possession of material undisclosed
information.
Forward Looking Statement
This news release contains
certain forward-looking information within the meaning of
applicable securities laws relating, but not limited, to the
specific share repurchase program forming part of CP's normal
course issuer bid and potential future purchases of CP common
shares under the normal course issuer bid. This forward-looking
information 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: 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 "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 is a
transcontinental railway in Canada
and the United States with direct
links to major ports on the west and east coasts, 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 CP. CP-IR
SOURCE Canadian Pacific