MONTREAL, March 16,
2016 /CNW/ - 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 upon the completion of
the previous agreement to Sept. 9,
2016, subject to a maximum of 11,220,000 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 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,
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