MONTREAL,
Oct. 27, 2015 /CNW/ - CN (TSX: CNR)
(NYSE: CNI) announced today that, further to its notice of
intention to make a Normal Course Issuer Bid for up to 33 million
common shares (Bid) announced on Oct.
27, 2015, CN will purchase common shares under specific
share repurchase plans (Plans) during the term of the Bid.
The purchases will form part of CN's Bid.
CN will enter into an agreement
(Agreement) with a third party to repurchase common shares
through daily purchases that will take place from Oct. 30, 2015 to Dec. 24,
2015, subject to a maximum of 4,000,000 common shares.
Pursuant to the terms of the Agreement, and subject to the terms of
an issuer bid exemption order issued by the Ontario Securities
Commission (Order), the third party will purchase CN's
common shares on the open market for its own account in accordance
with the rules applicable to the Bid, for the purpose of ultimately
fulfilling its delivery obligations to CN under the Agreement. The
price that CN will pay for any common shares purchased by it from
the third party under the Agreement will be negotiated by CN and
the third party and will be at a discount to the prevailing market
price of CN's common shares on the TSX at the time of the purchase.
Information regarding the number of common shares purchased and
aggregate purchase price will be available on the System for
Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com
following completion of the Plans.
Pursuant to the terms of the Agreement and the
Order, all purchases made by the third party or its agents on the
TSX or any alternative trading markets pursuant to the Plans will
be made independently of CN and will be made in accordance with the
TSX rules applicable to the Bid, subject to limited exceptions as
provided in the Order. In addition, CN and any non-independent
purchasing agent acting on behalf of CN are prohibited from
purchasing any common shares during the term of the Program. CN
will acquire common shares from the third party pursuant to the
Agreement as part of the Bid and such common shares will be
cancelled upon purchase by CN.
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 the discretion of
CN's Board of Directors 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 is a true backbone of the economy whose team
of approximately 25,000 railroaders transports 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 of approximately 20,000 route-miles 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 about CN, visit the Company's website at
www.cn.ca.
SOURCE CN