CN reaches Resolution Agreement with TCI
January 25 2022 - 4:29PM
CN (TSX: CNR, NYSE: CNI) today announced that it has entered into a
Resolution Agreement with CIFF Capital and TCI (collectively
“TCI”).
Earlier today, CN announced several changes to
its Board including committing to appoint two new independent
Directors to the Board by no later than CN’s 2022 Annual General
Meeting (“AGM”).
The appointments of the two future independent
directors to the Board have been mutually agreed between CN and TCI
in the Resolution Agreement. As part of that Resolution Agreement,
TCI has agreed to withdraw its requisition for a Special Meeting of
Shareholders, which was previously scheduled to be held on March
22, 2022, and to support the election of all CN Director nominees
at the 2022 and 2023 AGMs. In the event that either of the two new
independent directors are unable to serve on the Board, CN and TCI
have agreed, on a mutual agreement basis, to identify up to two
alternate independent Directors with North American railroad
experience prior to the 2022 AGM.
"We are pleased to have appointed a world-class
CEO to lead CN during our next phase of growth and announced that
we are continuing to add more highly qualified independent
Directors to our Board. We have appreciated the input we have
received from our shareholders throughout this process and are very
excited about all that CN can achieve as we build the railway of
the future."— Robert Pace, Chair of the Board of Directors of
CN
“We are pleased to reach an arrangement that
will strengthen CN’s Board with the addition of two new highly
qualified Directors. TCI looks forward to constructive future
engagement with CN.” — Chris Hohn, TCI Founder and Portfolio
Manager
About CNCN is a world-class
transportation leader and trade-enabler. Essential to the economy,
to the customers, and to the communities it serves, CN safely
transports more than 300 million tons of natural resources,
manufactured products, and finished goods throughout North America
every year. As the only railroad connecting Canada’s Eastern and
Western coasts with the U.S. South through a 19,500-mile rail
network, CN and its affiliates have been contributing to community
prosperity and sustainable trade since 1919. CN is committed to
programs supporting social responsibility and environmental
stewardship.
Forward-Looking
StatementsCertain 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. 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 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. 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.
CN
Contacts: |
|
|
|
Media |
Investment Community |
Canada |
Paul Butcher |
Jonathan Abecassis |
Vice-President |
CN Media Relations & Public Affairs |
Investor Relations |
(438) 455-3692 |
(514) 399-0052 |
Jonathan.Abecassis@cn.ca |
investor.relations@cn.ca |
Longview Communications &
PublicAffairsMartin Cej(403) 512-5730mcej@longviewcomms.ca
United States Brunswick Group
Jonathan Doorley / Rebecca Kral (917) 459-0419 / (917) 818-9002
jdoorley@brunswickgroup.com / rkral@brunswickgroup.com
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