MONTREAL, Dec. 18, 2015 /PRNewswire/ - CN (TSX: CNR)
(NYSE: CNI) announced today that it will repurchase common shares
under a specific share repurchase program (Program). The purchase
will form part of the Normal Course Issuer Bid for up to 33 million
shares (Bid) announced on Oct. 27,
2015.
CN will enter into an agreement (Agreement) with a third
party to repurchase common shares through daily purchases that will
take place from Dec. 29, 2015, or
upon the completion of the previous agreement to Feb. 29, 2016, subject to a maximum of 4,356,000
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
Program.
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 Program 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