CALGARY, Dec. 11, 2017 /PRNewswire/ - Canadian
Pacific Railway Limited (TSX: CP) (NYSE: CP) announced today that
it will repurchase common shares from two third-party sellers under
two share repurchase programs (the "Programs"). The Programs 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 share repurchase agreements (the
"Agreements") with the two third parties to purchase common shares
through daily purchases between December 14,
2017 and May 14, 2018, subject
to a maximum, in aggregate, of 755,000 common shares under the
Programs. The Programs will be carried out in succession, such that
share purchases from each of the third parties will not be
overlapping. A maximum number of 134,000 common shares may be
purchased under the first Program. Purchases under the second
Program, up to a maximum of 621,000 common shares, will take
place beginning on the trading day following completion of all
purchases under the first Program.
Pursuant to the terms of the Agreements, and subject to the
terms of issuer bid exemption orders issued by the Ontario
Securities Commission (the "Orders"), affiliates of the third
parties 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 Programs.
The price that CP will pay for any common shares purchased by it
from the third parties under the Agreements 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
755,000 common shares under the Programs; however, the number of
common shares purchased pursuant to the Programs 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 Orders, following completion of each 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 Agreements and the Orders, all
purchases made by the third parties' affiliates on the TSX and
other Canadian markets pursuant to the Programs will be made in
accordance with the TSX rules applicable to the NCIB, subject to
limited exceptions as provided in the Orders. Common shares
acquired by CP will be cancelled.
CP has also implemented automatic share repurchase plans with
the third parties and their affiliates to allow for the repurchase
of common shares under the Programs during trading blackout
periods.
The TSX has accepted the filing by CP of an amended notice of
intention to make a normal course issuer bid to provide for
repurchases under the Programs.
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 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 www.cpr.ca to see the rail advantages of CP.
CP-IR
SOURCE Canadian Pacific