MONTREAL,
July 16, 2015 /PRNewswire/ - CN (TSX:
CNR) (NYSE: CNI) has been notified of an unsolicited mini-tender
offer made by TRC Capital Corporation ("TRC Capital") to purchase
up to 2,000,000 CN common shares, or approximately 0.25 per cent of
the common shares outstanding, at a price of $70.38 per share in cash. CN does not
endorse this unsolicited mini-tender offer and recommends that
shareholders reject the offer and do not tender their shares in
response to the offer.
Shareholders are cautioned that the
mini-tender offer has been made at a price below market,
representing a discount of 4.39% and 4.61%, respectively, to the
closing prices of CN common shares on the Toronto Stock Exchange
and New York Stock Exchange on July 7,
2015, the last trading day before the mini-tender offer was
commenced. In addition, the offer is highly
conditional. TRC Capital's offer states that it may terminate
the offer if, among other things, the market price of CN shares
declines since the close of business on July
7, 2015.
CN is not associated with TRC Capital, its
mini-tender offer or the mini-tender offer documentation. The
TRC Capital mini-tender offer is also not related to CN's own
previously announced plans to repurchase up to 28 million of its
own shares by the end of 2015, which is being effected through the
Toronto Stock Exchange's normal course issuer bid
rules.
TRC Capital has made similar unsolicited
mini-tender offers for shares of other public companies.
Mini-tender offers are designed to seek less than 5% of a company's
outstanding shares, thereby avoiding many disclosure and procedural
requirements applicable to most bids under Canadian and
United States securities
legislation.
The Canadian Securities Administrators (CSA)
have expressed serious concerns about mini-tender offers such as
the possibility that investors might tender to a mini-tender offer
based upon a misunderstanding of the terms of the offer, including
the per securities price available under the offer relative to the
market price of such securities. Comments from the CSA on
mini-tenders can be found on the Ontario Securities Commission
website at
http://www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp
The U.S. Securities and Exchange Commission
(SEC) has also published investor tips regarding mini-tender offers
on its website at
http://www.sec.gov/investor/pubs/minitend.htm. The SEC
states: "[s]ome bidders make mini-tender offers at below-market
prices, hoping that they will catch investors off guard if the
investors do not compare the offer price to the current market
price." CN also encourages brokers and dealers, as well as
other market participants, to review the SEC's letter regarding
broker-dealer mini-tender offer dissemination and disclosures on
the SEC's website
at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
CN urges investors to obtain current market
quotations for their shares, consult with their broker or financial
advisor and exercise caution with respect to TRC Capital's
offer. According to TRC Capital's offer documents, CN
shareholders who have already tendered their shares may withdraw
their shares at any time before 12:01
a.m. (Toronto time) on
August 13, 2015 by following the
procedures described in the TRC Capital offer documents.
CN requests that a copy of this news release be
included with all distributions of materials relating to TRC
Capital's mini-tender offer.
CN
CN is a true backbone of the economy,
transporting more than 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. CN - Canadian National
Railway Company, along with its operating railway subsidiaries --
serves the cities and ports of Vancouver, Prince
Rupert, B.C., Montreal,
Halifax, New Orleans, and Mobile, Ala., and the metropolitan areas of
Toronto, Edmonton, Winnipeg, Calgary, Chicago, Memphis, Detroit, Duluth,
Minn./Superior, Wis., 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