125 replies to this topic

[CNJRoss]

CP news release:

 

Canadian Pacific considers legal response to anti-competitive actions

March 2, 2016  |   Calgary, AB

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​​​​Canadian Pacific (TSX:CP) (NYSE:CP) today announced that it is considering all of its legal options in response to recent actions by a number of major U.S. railroads who have stated publicly they are working collectively to block CP's efforts to pursue a pro-customer, competition-enhancing combination with Norfolk Southern Corp. (NS). 

 

It is unfortunate that CP must consider the use of litigation to ensure a level playing field and protect its rights, but the company has concluded that the actions of those competitors should not be allowed to block the creation of a railroad that offers unparalleled customer service and competitive rates that will support the success of the shippers, the industries it serves and the broader economy. 

 

For more information on CP's proposal to NS, visit CPconsolidation.com. 

 

 

Cross-posted in "Canadian Pacific (also) Approached CSX About a Takeover"

[CNJRoss]

CP news release:

 

Canadian Pacific petitions U.S. Surface Transportation Board for declaratory order

 

March 2, 2016   |   Calgary, AB

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Canadian Pacific (TSX:CP) (NYSE:CP) today announced that it has petitioned the U.S. Surface Transportation Board (STB) for a declaratory order confirming the viability of the voting trust structure CP has suggested as part of its proposed merger with Norfolk Southern Corp. (NS).

 

"Shareholders of both CP and NS have asked that we seek this declaratory order as a means to better understand the STB's views on the proposed voting trust model ahead of any formal application and we have listened to the owners of our respective companies," said E. Hunter Harrison, CP's Chief Executive Officer.

 

"Since we remain convinced that productive discussions about the potential structure and value of a formal bid must take place face to face we hope this show of good faith is met with an equal demonstration on the part of NS," said Harrison.

 

Earlier this month, CP submitted a resolution to NS shareholders to compel their board of directors to meet with CP to discuss a transaction. CP is confident that such a combination would create a true end-to-end transcontinental railroad that would enhance competition, benefit the public and drive economic growth. NS shareholders can vote on this resolution at the upcoming NS annual meeting.

 

While the declaratory order presents a hypothetical proposed trust – outside the established STB procedure for seeking formal trust approval - CP is hopeful that the STB will be able to offer clarity that will allow shareholders to make an informed decision on CP's pending resolution.   

 

Voting trusts have been used in hundreds of transactions involving regulated industries, including 144 transactions overseen by the STB since deregulation of the rail industry in 1980. Trusts, besides protecting against unlawful control violations, are a key means of reducing the risk that the regulatory approval process will either interfere with the marketplace's assessment of a merger or be used as a tool by management to fend off would be acquirers.

 

CP strongly believes that a combined railroad would offer unparalleled customer service and competitive rates that will support the success of the shippers and industries it serves, and satisfy the STB and Canadian regulators.

 

For more information on CP's proposal to NS, visit CPconsolidation.com. 

[CNJRoss]

Reuters, 3/3:

 

FedEx Freight raises concerns over CP bid for Norfolk Southern

 

A unit of FedEx Corp has raised concerns over Canadian Pacific's bid for Norfolk Southern saying it could hurt rail service and lead to higher shipping costs, according to a letter posted by a U.S. federal rail regulator on Thursday.

 

In the letter to the Surface Transportation Board dated Feb. 25, a FedEx Freight executive wrote the company believes "a merger would lead to diminished service as well as higher shipping costs."

 

SNIP

 

FedEx's letter follows one from its main rival United Parcel Service Inc. In that letter, the world's largest package delivery company urged the regulator to deny any merger application.

 

UPS is also the largest single customer of the major U.S. railroads.

 

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[CNJRoss]

The Wall Street Journal, 3/4:
 

Senators Raise Concerns About Canadian Pacific’s Norfolk Southern Proposal

Two members of antitrust subcommittee question railroad’s plan for voting trust

 

Canadian Pacific Railway Ltd. ’s bid to acquire Norfolk Southern Corp. faces another obstacle as the top two members of a U.S. Senate subcommittee for antitrust matters are raising concerns about the deal.

 

Sens. Mike Lee (R., Utah) and Amy Klobuchar (D., Minn.) sent a letter to the U.S. attorney general’s office Friday about a voting-trust plan involving Canadian Pacific’s chief executive. In the letter, the senators say the trust proposed by Canadian Pacific could limit railroad regulators’ ability to “protect competition and the public interest.”

 

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[CNJRoss]

CP news release:

CP files preliminary proxy statement with SEC for Norfolk Southern Annual Meeting

March 9, 2016  |  Calgary, AB

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​​​​Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) today filed a preliminary proxy statement with the Securities and Exchange Commission (SEC), which outlines the shareholder resolution to be considered at the upcoming Annual Meeting of Norfolk Southern (NS) shareholders requesting that the NS board of directors promptly engage in good faith discussions with CP regarding a business combination.

 

CP has proposed a merger with NS that would create an integrated transcontinental railroad with the scale and reach to deliver unsurpassed levels of safety and service to the customers and communities of both companies.

 

"This is an opportunity for NS shareholders – who have been telling us since the beginning that they are in favour of the proposed business combination – to speak up and be heard by NS' board of directors," said CP CEO, E. Hunter Harrison. "We are not asking NS shareholders to vote on the business proposal itself, but to vote in favour of the shareholder resolution calling for NS to engage in good faith discussions with CP regarding a potential combination."

 

The shareholder resolution provides a means for NS shareholders to demonstrate, in a coordinated and clear manner, their support for NS to engage in a meaningful dialogue with CP regarding a possible business combination between the two companies.

 

In its preliminary proxy statement, filed with the SEC on February 29, 2016, NS expressed, for the first time publicly and only after CP submitted notice of its intent to propose the shareholder resolution, a conditional willingness to engage with CP, stating that "in the event that [CP] addresses [Norfolk Southern's] concerns by receiving a declaratory order from the STB validating its proposed voting trust structure and indicates a willingness to meaningfully increase the value represented by its proposal, Norfolk Southern would be willing to enter into good faith discussions with [CP] regarding the potential combination of the two companies."

To date, NS has refused to meet with CP to discuss the merits of a potential transaction.

 

"CP is seeking a declaratory order from the Surface Transportation Board and we have consistently indicated that we are open to discussing the terms of our previous offers," Harrison said.  "With a vote 'for' the shareholder resolution, we hope to get NS to the table to discuss all the elements of the proposed business combination in an open and constructive manner."

 

CP is making no recommendation concerning any other matter to be brought before NS' Annual Meeting, for which a date has yet to be set.

 

Whether or not an NS shareholder plans to attend the Annual Meeting, CP urges all NS shareholders to vote "FOR" the proposed resolution described in the proxy statement by signing, dating and returning the GREEN proxy card at the appropriate time.

 

The preliminary proxy statement is available at: www.cpconsolidation.com/how-to-vote/

If you have any questions, or need assistance, please feel free to call CP's proxy solicitor, D.F. King &  Co., Inc., at (212) 269-5550.

[CNJRoss]

Transport Topics, 3/29:

Norfolk Southern Sets May 12 Showdown Over Canadian Pacific Acquisition Bid

 

Norfolk Southern Corp. set a May 12 showdown with potential buyer Canadian Pacific Railway Ltd. by announcing that date for the annual meeting. Shareholders will say whether they want the board to negotiate a merger with the Canadian carrier at the meeting.

 

The Norfolk, Virginia-based company disclosed the annual meeting date in a letter to employees asking those who are shareholders to reject the Canadian Pacific’s request for a shareholder resolution to further a $30 billion deal, which the U.S. railroad’s board has rejected three times. Canadian Pacific earlier this month began to solicit shareholder approval for its resolution, saying it could improve results for the U.S. railroad with the worst operating ratio among major carriers.

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[CNJRoss]

CP news release:

 

CP files definitive proxy statement regarding shareholder proposal for NS Annual Meeting, welcomes opportunity to meet with NS board

March 29, 2016  |  Calgary, AB

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Canadian Pacific (TSX:CP) (NYSE:CP) today filed its definitive proxy statement for its Norfolk Southern Corp. (NS) shareholder resolution asking their board of directors to engage in good faith discussions with CP regarding a business combination. CP also filed a letter that will be sent to all NS shareholders about the opportunity to create significant value for NS shareholders.

 

In filing its own definitive proxy statement on March 28, NS stated: "[The] Shareholder Proposal from Canadian Pacific is Unnecessary Because Norfolk Southern Would Have Discussions with CP if it Obtains a Declaratory Order and States a Willingness to Meaningfully Increase its Offer."

 

"CP has consistently stated that we are open to discussing all terms of a potential deal, including price, but we can't negotiate with ourselves," said CP CEO, E. Hunter Harrison. "Given we have also asked the Surface Transportation Board for a declaratory order on the voting trust model we were pleased to hear that Norfolk Southern may now be willing to engage in direct face-to-face discussions."​

 

CP's proposed business combination with NS would create a true end-to-end transcontinental railroad that would enhance competition, benefit the public and drive economic growth. CP has demonstrated from the beginning that it is flexible on price, having improved its offer twice already, and shown flexibility on the structure of a potential combination, offering a voting trust structure as the quickest way for NS shareholders to receive consideration for their shares. CP has consistently said, however, that the voting trust is not a condition to its offer.

 

NS shareholders have been telling CP from the beginning that their own board should, at the very least, talk to CP about a potential combination. CP's shareholder resolution to NS asks shareholders to formally vote in favour of what they have been saying to CP anecdotally for months; it is a vote for a discussion between the two companies, not on the proposal itself. The shareholder resolution will be voted on at the NS annual meeting May 12 in Williamsburg, Virginia.

 

"The NS board has refused to meet with us in the past, which ultimately led to our shareholder resolution," said Harrison. "While we remain open to meeting with them anytime and anywhere, we are putting the question to the shareholders of NS so they can finally be heard. We continue to see tremendous opportunity and enormous potential in the proposed business combination."

CP strongly believes that a combined railroad would offer unparalleled customer service and competitive rates that will support the success of the shippers and industries it serves, create far more shareholder value than NS' strategic plan and satisfy the U.S. Surface Transportation Board and other regulators.

 

The definitive proxy statement and related proxy materials, including CP's letters to shareholders and a "universal" GREEN proxy or voting instruction form, will be mailed to shareholders of NS and are also available via EDGAR at http://www.SEC.gov.

 

For more information on CP's proposal, visit www.cpconsolidation.com.

[CNJRoss]

The Des Moines (IA) Register, 4/2:
 

Railroad merger would harm economy

 

Ross Grooters, Pleasant Hill, Letter to the Editor

 

 

Recently, former Iowa Farm Bureau head and consultant Craig Lang advocated for a railroad merger between Canadian Pacific and Norfolk Southern [Railway merger would improve market access for Iowa farmers, March 18]. Railroad mergers between monopolistic goliaths should be opposed because they are inherently bad for customers, consumers and the U.S. economy.

 

Agribusiness giant ADM is suing CP for crippling service disruptions caused by current cost-cutting measures, and CP is advocating more cost-cutting as a benefit of the proposed merger. Is this the kind of efficiency which Craig Lang believes will help commodity shippers?

 

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[CNJRoss]

Progressive Railroading, 4/6:

 

T&I Committee Chair Shuster opposes CP-NS merger

U.S. House Transportation and Infrastructure Committee Chairman Bill Shuster (R-Pa.) made it official yesterday: He is opposed to Canadian Pacific's proposal to take over Norfolk Southern Railway.

 

Shuster, who indicated in a media interview earlier this year that he was leaning against the proposed merger, released a statement yesterday that said he believed a combined CP-NS would not be in the best interests of the nation's freight transportation system, railroad employees, shippers or short lines.

 

Continue here.

 

Statement -Shuster Opposes Canadian Pacific Proposal to Merge with Norfolk Southern

[CNJRoss]

Bloomberg News, 4/7:

 

U.S. Army Takes Aim at Ackman-Backed Railroad Merger Plan

• Canadian Pacific move could harm national defense, letter says
• Army submits comments before ruling on takeover of Norfolk

 

The U.S. Army said a Canadian Pacific Railway Ltd. takeover of Norfolk Southern Corp. has the potential to harm national defense, adding opposition to a possible merger plan backed by billionaire investor Bill Ackman.

 

The Army told the Surface Transportation Board that it opposed Canadian Pacific’s plan to have Chief Executive Officer Hunter Harrison step down and become the head of Norfolk Southern as part of a voting trust structure before the regulator’s final approval of a merger. Canadian Pacific has asked the board to rule by May 6 if its voting-trust plan is permissible.

 

 

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