MONTREAL,
Sept. 13, 2011 /PRNewswire/ - CN
(TSX: CNR) (NYSE:CNI) today announced that its wholly-owned
subsidiary, CNLX Canada Inc., has commenced a cash tender offer for
all of the outstanding US$400,000,000
aggregate principal amount of 6.375% Notes due 2011 issued by CN
(the "Notes") on the terms and subject to the conditions set forth
in its Offer to Purchase and Consent Solicitation Statement, dated
Sept. 13, 2011, and the related
Letter of Transmittal and Consent. CNLX Canada Inc. is also
soliciting consents to certain proposed amendments to the indenture
governing the Notes. The related Offer to Purchase and Consent
Solicitation and Letter of Transmittal and Consent more fully set
forth the terms of the tender offer and consent solicitation and
are being sent to holders of the Notes. Holders of the notes are
urged to read the tender offer documents carefully.
The tender offer will expire at 11.59 p.m., New York
City time, on Oct. 11, 2011,
unless extended or earlier terminated by CNLX Canada Inc. (such
time on such date, the "Expiration Date").
The tender offer consideration being offered for
the Notes accepted for purchase in the tender offer will be
US$1,000 for each US$1,000 principal amount of Notes (plus accrued
and unpaid interest to, but not including, the Settlement Date
expected to be on or about Oct. 12,
2011). In addition, holders who tender on or prior to
5.00 p.m., New York City time, on Sept. 26, 2011, (such time on such date, the
"Consent Payment Deadline") will receive an amount designated as a
consent payment equal to US$2.50 per
US$1,000 principal amount of Notes.
Holders who tender Notes after the Consent Payment Deadline, but
prior to the Expiration Date, will not receive the consent payment.
Holders who tender Notes are automatically deemed to consent to the
proposed amendments to the indenture.
Notes not tendered and purchased pursuant to the
tender offer will remain outstanding until paid by CN on the stated
maturity date of Oct. 15, 2011.
The obligation of CNLX Canada Inc. to accept for
purchase, and to pay for, Notes validly tendered and not withdrawn
pursuant to the tender offer and the consent solicitation is
subject to the satisfaction or waiver of the conditions to the
tender offer and consent solicitation.
CNLX Canada Inc. has retained Citi to act as
Dealer Manager in connection with the tender offer and consent
solicitation. Questions about the tender offer and consent
solicitation may be directed to Citi at (800) 558-3745 (toll free).
Copies of the tender offer documents and other related documents
may be obtained from Global Bondholder Services Corporation, the
information agent for the tender offer and consent solicitation, at
(866) 470-4300 (toll free) or (212) 430-3774 (collect).
The tender offer and consent solicitation is
being made solely by means of the related Offer to Purchase and
Consent Solicitation and the Letter of Transmittal and Consent.
Under no circumstances shall this press release constitute an offer
to purchase or the solicitation of an offer to sell the Notes or
any other securities of CN. It also is not a solicitation of
consents to the proposed amendments to the indenture. No
recommendation is made as to whether holders of the Notes should
tender their Notes or give their consent.
Forward-Looking Statements
Certain information included in this news release are
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and under
Canadian securities laws. CN cautions that, by their nature, these
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. Such 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 or the rail industry to be
materially different from the outlook or any future results or
performance implied by such 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, various events which could disrupt operations,
including natural events such as severe weather, droughts, floods
and earthquakes, 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, available on CN's website, for a summary of
major risks.
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
Canadian 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
maters, or any other forward-looking statement.
CN - Canadian National Railway Company and its
operating railway subsidiaries - spans Canada and mid-America, from the Atlantic and
Pacific oceans to the Gulf of
Mexico, serving the ports of Vancouver, Prince
Rupert, B.C., Montreal,
Halifax, New Orleans, and Mobile, Ala., and the key metropolitan areas
of Toronto, Buffalo, Chicago, Detroit, Duluth,
Minn./Superior, Wis.,
Green Bay, Wis., Minneapolis/St. Paul, Memphis, St.
Louis, and Jackson, Miss.,
with connections to all points in North
America.
SOURCE CN