MONTREAL,
June 26, 2009 —
CN (TSX: CNR) (NYSE:CNI) today announced that its wholly-owned
subsidiary, CNLX Canada Inc., has commenced a cash tender offer for any and all
of the outstanding US$300,000,000 aggregate principal amount of 4.25% Notes due
2009 issued by CN (the “Notes”) on the terms and subject to the conditions set
forth in its Offer to Purchase and Consent Solicitation Statement, dated June
26, 2009, and the related Letter of Transmittal and Consent. CNLX Canada Inc. is
also soliciting consents to certain proposed amendments to the indenture
governing the Notes. The related Offer to Purchase and Consent Solicitation and
Letter of Transmittal and Consent more fully set forth the terms of the tender
offer and consent solicitation.
The
tender offer will expire at 5.00 p.m., New York City time, on July 27, 2009,
unless extended or earlier terminated by CNLX Canada Inc. (such time on such
date, the “Expiration Date”). CNLX Canada Inc. reserves the right to terminate,
withdraw or amend the tender offer and consent solicitation at any time subject
to applicable law.
The
tender offer consideration being offered for the Notes accepted for purchase in
the tender offer will be US$1,000 for each US$1,000 principal amount of Notes
(plus accrued and unpaid interest to, but not including, the Settlement Date
expected to be on or about July 28, 2009). In addition, holders who tender on or
prior to 5.00 p.m., New York City time, on July 10, 2009 (such time on such
date, the “Consent Date”) will receive an amount designated as a consent payment
equal to US$2.50 per US$1,000 principal amount of Notes. Holders who tender
Notes are required to consent to the proposed amendments to the indenture. Any
tender of Notes prior to the Consent Date may be validly withdrawn and consents
may be validly revoked at any time prior to the Consent Date, but not thereafter
unless the tender offer and consent solicitation is terminated by CNLX Canada
Inc. without any Notes being purchased. Holders who tender Notes after the
Consent Date but prior to the Expiration Date will not receive any payment other
than the principal amount of the Notes plus accrued and unpaid
interest.
The
obligation of CNLX Canada Inc. to accept for purchase, and to pay for, Notes
validly tendered and not withdrawn pursuant to the tender offer and the consent
solicitation is subject to the satisfaction or waiver of the conditions to the
tender offer and consent solicitation, including the receipt of the requisite
two-third consent to the proposed amendments to the indenture. The complete
terms and conditions of the tender offer and the consent solicitation are set
forth in the related Offer to Purchase and Consent Solicitation and the Letter
of Transmittal and Consent which are being sent to holders of the Notes. Holders
of the Notes are urged to read the tender offer documents carefully.
None of
the proposed amendments will affect the terms of the Notes held by the
non-tendering holders of the Notes. Notes not tendered and purchased pursuant to
the tender offer will remain outstanding until paid by CN on the stated maturity
date of Aug. 1, 2009.
CNLX
Canada Inc. has retained Citi to act as Dealer Manager in connection with the
tender offer and consent solicitation. Questions about the tender offer and
consent solicitation may be directed to Citi at (800) 558-3745 (toll free).
Copies of the tender offer documents and other related documents may be obtained
from Global Bondholder Services Corporation, the information agent for the
tender offer and consent solicitation, at (866) 294-2200 (toll free) or (212)
430-3774 (collect).
The
tender offer and consent solicitation is being made solely by means of the
related Offer to Purchase and Consent Solicitation and the Letter of Transmittal
and Consent. Under no circumstances shall this press release constitute an offer
to purchase or the solicitation of an offer to sell the Notes or any other
securities of CN. It also is not a solicitation of consents to the proposed
amendments to the indenture. No recommendation is made as to whether holders of
the Notes should tender their Notes or give their consent.
Forward-Looking
Statements
This news release
contains forward-looking statements. CN cautions that, by their nature,
forward-looking statements involve risk, uncertainties and assumptions. Implicit
in these statements, particularly in respect of long-term growth opportunities,
is the Company’s assumption that such growth opportunities are less affected by
the current situation in the North American and global economies. 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. The Company cautions that its results
could differ materially from those expressed or implied in such forward-looking
statements. Important factors that could cause such differences include, but are
not limited to, the effects of adverse general economic and business conditions,
including the current recession in the North American economy and the likelihood
of a global economic contraction in 2009, 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
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.
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 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 –
Canadian National Railway Company and its operating railway subsidiaries
– spans Canada
and mid-America, from the Atlantic and Pacific oceans to the Gulf of Mexico,
serving the ports of Vancouver, Prince Rupert, B.C., Montreal, Halifax, New
Orleans, and Mobile, Ala., and the key metropolitan areas of Toronto, Buffalo,
Chicago, Detroit, Duluth, Minn./Superior, Wis., Green Bay, Wis., Minneapolis/St.
Paul, Memphis, St. Louis, and Jackson, Miss., with connections to all points in
North America.
- 30
-
Contacts:
|
|
Media
|
Investment
Community
|
Mark
Hallman
|
Robert
Noorigian
|
Director
|
Vice-President
|
Communications,
Media
|
Investor
Relations
|
(905)
669-3384
|
(514)
399-0052
|