MONTREAL, July 29, 2016 /PRNewswire/ - CN (TSX: CNR)
(NYSE: CNI) announced today that it will repurchase common shares
under three specific share repurchase programs (Programs).
These purchases 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 three share repurchase agreements
(Agreements) with third parties to repurchase common shares
through daily purchases that will take place commencing upon the
completion of the previous share repurchase agreement up to
October 29, 2016, subject to a
maximum of 7,449,000 common shares. Pursuant to the terms of the
Agreements, and subject to the terms of issuer bid exemption orders
issued by the Ontario Securities Commission (Orders), the
third parties 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 their delivery obligations to CN under the
Agreements. The price that CN will pay for any common shares
purchased by it from the third parties under the Agreements will be
negotiated by CN and the third parties 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 each
Program.
Pursuant to the terms of the Agreements and the Orders, all
purchases made by the third parties or their agents on the TSX or
any alternative trading markets pursuant to the Programs 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 Orders. 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 Programs. CN
will acquire common shares from the third parties pursuant to the
Agreements as part of the Bid and such common shares will be
cancelled upon purchase by CN. The Programs will be carried out in
succession, such that share purchases by each of the third parties
will not be overlapping.
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. By their
nature, these forward-looking statements involve risks,
uncertainties and assumptions. 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. Forward-looking
statements may be identified by the use of terminology such
as "believes," "expects," "anticipates," "assumes," "outlook,"
"plans," "targets," or other similar words.
Forward-looking statements are not guarantees of future
performance and involve known and unknown risks, uncertainties and
other factors which may cause the actual results or performance of
the Company to be materially different from the outlook or any
future results or performance implied by such statements.
Accordingly, readers are advised not to place undue reliance on
forward-looking statements.Important risk factors that could
affect the 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; security threats; reliance on technology;
transportation of hazardous materials; various events which could
disrupt operations, including natural events such as severe
weather, droughts, floods and earthquakes; effects of climate
change; 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 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 and available on CN's website, for a
description of major risk factors.
Forward-looking statements reflect information as of the date
on which they are made. 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 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 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