MONTREAL, April 26, 2017 /PRNewswire/ - CN (TSX: CNR)
(NYSE: CNI) announced today that it will repurchase common shares
under a specific share repurchase program (Program). The purchase
will form part of the Normal Course Issuer Bid for up to 33 million
shares (Bid) announced on Oct. 25,
2016.
CN will enter into an agreement (Agreement) with a third party
to repurchase common shares through daily purchases that will take
place upon the completion of the previous agreement to June 22, 2017, subject to a maximum of 2,583,700
common shares. Pursuant to the terms of the Agreement, and subject
to the terms of an issuer bid exemption order issued by the
Autorité des marchés financiers (Order), the third party will
purchase CN's common shares on the open market in accordance with
the rules applicable to the Bid, for the purpose of ultimately
fulfilling its delivery obligations to CN under the Agreement. The
price that CN will pay for any common shares purchased by it from
the third party under the Agreement will be negotiated by CN and
the third party and will be at a discount to the prevailing market
price of CN's common shares on the TSX at the time of the purchase.
Information regarding the number of common shares purchased and
aggregate purchase price will be available on the System for
Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com
following completion of the Program.
Pursuant to the terms of the Agreement and the Order, all
purchases made by the third party or its agents on the TSX or any
alternative trading markets pursuant to the Program will be made in
accordance with the TSX rules applicable to the Bid, subject to
limited exceptions as provided in the Order. In addition, CN and
any non-independent purchasing agent acting on behalf of CN are
prohibited from purchasing any other common shares during the term
of the Program. CN will acquire common shares from the third party
pursuant to the Agreement as part of the Bid and such common shares
will be cancelled upon purchase by CN.
Forward-Looking Statements
Certain statements included
in this news release constitute "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and under Canadian securities laws, including
potential purchases of common shares for cancellation under a
normal course issuer bid. By their nature, forward-looking
statements involve risks, uncertainties and assumptions. The
Company cautions that its assumptions may not materialize and that
current economic conditions render such assumptions, although
reasonable at the time they were made, subject to greater
uncertainty. Forward-looking statements may be identified by the
use of terminology such as "believes," "expects," "anticipates,"
"assumes," "outlook," "plans," "targets," or other similar
words.
Forward-looking statements are not guarantees of future
performance and involve known and unknown risks, uncertainties and
other factors which may cause the actual results or performance of
the Company to be materially different from the outlook or any
future results or performance implied by such statements.
Accordingly, readers are advised not to place undue reliance on
forward-looking statements. Important risk factors that could
affect the forward-looking statements include, but are not limited
to, the effects of general economic and business conditions;
industry competition; inflation, currency and interest rate
fluctuations; changes in fuel prices; legislative and/or regulatory
developments; compliance with environmental laws and regulations;
actions by regulators; security threats; reliance on technology;
trade restrictions; transportation of hazardous materials; various
events which could disrupt operations, including natural events
such as severe weather, droughts, floods and earthquakes; climate
change; labor negotiations and disruptions; environmental claims;
uncertainties of investigations, proceedings or other types of
claims and litigation; risks and liabilities arising from
derailments; and other risks detailed from time to time in reports
filed by CN with securities regulators in Canada and the
United States. Reference should be made to Management's
Discussion and Analysis in CN's annual and interim reports, Annual
Information Form and Form 40-F, filed with Canadian and U.S.
securities regulators and available on CN's website, for a
description of major risk factors.
Forward-looking statements reflect information as of the date on
which they are made. CN assumes no obligation to update or revise
forward-looking statements to reflect future events, changes in
circumstances, or changes in beliefs, unless required by applicable
securities laws. In the event CN does update any forward-looking
statement, no inference should be made that CN will make additional
updates with respect to that statement, related matters, or any
other forward-looking statement.
CN is a true backbone of the economy, transporting more than
C$250 billion worth of goods annually
for a wide range of business sectors, ranging from resource
products to manufactured products to consumer goods, across a rail
network of approximately 20,000 route-miles spanning Canada and mid-America. CN – Canadian National
Railway Company, along with its operating railway subsidiaries --
serves the cities and ports of Vancouver, Prince
Rupert, B.C., Montreal,
Halifax, New Orleans, and Mobile, Ala., and the metropolitan areas of
Toronto, Edmonton, Winnipeg, Calgary, Chicago, Memphis, Detroit, Duluth,
Minn./Superior, Wis., and
Jackson, Miss., with connections
to all points in North America.
For more information about CN, visit the Company's website at
www.cn.ca.
SOURCE CN