MONTREAL,
Feb. 11, 2013 /CNW Telbec/ - 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 4.40% Notes due 2013 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 Feb. 11, 2013, 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 Mar. 11, 2013,
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 Mar. 12,
2013). In addition, holders who tender on or prior to
5:00 p.m., New York City time, on Feb. 25, 2013, (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 Mar. 15, 2013.
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purchase, and to pay for, Notes validly tendered and not withdrawn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 Citigroup Global
Markets Inc. 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) or (212) 723-6106 (collect). 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) 857-2200 (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 constitutes "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
above 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 and assumptions 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 and assumptions.
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
matters, 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. For more information on CN, visit the company's
website at www.cn.ca.
SOURCE CN