MONTREAL,
Oct. 22, 2013 /CNW Telbec/ — CN (TSX:
CNR) (NYSE: CNI) announced today that its Board of Directors has
approved a new share repurchase program, and a two-for-one stock
split of the Company's common shares outstanding. The Board has
also approved a fourth-quarter 2013 cash dividend.
The new share repurchase program will be a normal-course-issuer
bid to purchase, for cancellation, up to 15 million common shares
before adjusting for the stock split, representing approximately
4.1 per cent of the common shares issued and outstanding of the
Company not held by insiders on Oct. 15,
2013. On that date 417,992,780 CN common shares were issued
and outstanding.
CN repurchased 14.7 million common shares under its share
repurchase program announced in October
2012, at a weighted-average price of C$95.35 per share, excluding brokerage fees,
returning C$1.4 billion to
shareholders.
The new repurchase program - starting on Oct. 29, 2013, and ending no later than
Oct. 23, 2014 - will be conducted
through a combination of discretionary transactions and automatic
repurchase plan through the facilities of the Toronto and New
York stock exchanges, or alternative trading systems, if
eligible, and will conform to their regulations. Toronto Stock
Exchange (TSX) rules will permit CN to purchase daily, through TSX
facilities, a maximum of 164,267 common shares under the Company's
new repurchase program. Purchases under the normal-course-issuer
bid will be made by means of open market transactions or such other
means as the TSX or a securities regulatory authority may permit
and under applicable law, including private agreements under issuer
bid exemption orders issued by a securities regulatory authority in
Canada.
The price to be paid by CN for any common shares will be the
market price at the time of acquisition, plus brokerage fees, and
purchases made under an issuer bid exemption order will be at a
discount to the prevailing market price as per the terms of the
orders.
CN's management and Board of Directors believe that the
repurchase by the Company of its shares represents an appropriate
use of its funds.
The two-for-one stock split will take the form of a stock
dividend. Shareholders will receive one additional common share of
CN for each common share held. The stock dividend will be payable
on Nov. 29, 2013, to shareholders of
record at the close of business on Nov. 15,
2013.
The stock split will have no tax consequences in Canada or the United
States, and will not dilute shareholders' equity. All
equity-based benefit plans will be adjusted to reflect the issuance
of additional shares or options due to the declaration of the stock
split. All share and per share data for future periods will also
reflect the stock split when it becomes effective.
Luc Jobin, CN executive vice-president and chief financial
officer, said: "In addition to significant investments in the
business and increasing cash dividends over the years, CN has
returned approximately C$4.8 billion
to shareholders through share repurchases since 2010. This new
share repurchase program and stock split attest to CN's continued
confidence in the growth of the Company and commitment to create
shareholder value while maintaining a strong balance sheet."
CN also announced today that its Board of Directors has approved
a fourth-quarter 2013 dividend on the Company's common shares
outstanding. A quarterly dividend of twenty-one and one-half cents
(C$0.215) per common share, post
split, will be paid on Dec. 31, 2013,
to shareholders of record at the close of business on Dec. 10, 2013.
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,
including potential purchases of common shares for cancellation
under a normal course issuer bid. CN cautions that, by their
nature, these forward-looking statements involve risk,
uncertainties and assumptions, and are subject to our board's
discretion in respect of the declaration of dividends. The Company
cautions that its assumptions may not materialize and that the
current economic conditions render such assumptions, although
reasonable at the time they were made, subject to greater
uncertainty.
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 (TSX: CNR) (NYSE: CNI) is a true backbone of the
economy, transporting approximately C$250
billion worth of goods annually for a wide range of business
sectors, ranging from resource products to manufactured products to
consumer goods, across a rail network spanning Canada and mid-America, from the Atlantic and
Pacific oceans to the Gulf of
Mexico. CN - Canadian National Railway Company, along with
its operating railway subsidiaries -- serves the ports of
Vancouver, Prince Rupert, B.C., Montreal, Halifax, New
Orleans, and Mobile, Ala.,
and the metropolitan areas of Toronto, Chicago, Detroit, Duluth,
Minn./Superior, Wis.,
Green Bay, Wis., Minneapolis/St. Paul, Memphis, 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