MONTREAL, Sept. 13, 2011 /CNW Telbec/ - CN (TSX: CNR) (NYSE: CNI) today
announced that its wholly-owned subsidiary, CNLX Canada Inc., has
commenced a cash tender offer for all of the outstanding US$400,000,000
aggregate principal amount of 6.375% Notes due 2011 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 Sept. 13,
2011, 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 and
are being sent to holders of the Notes. Holders of the notes are urged
to read the tender offer documents carefully.
The tender offer will expire at 11.59 p.m., New York City time, on Oct.
11, 2011, unless extended or earlier terminated by CNLX Canada Inc.
(such time on such date, the "Expiration Date").
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 Oct. 12,
2011). In addition, holders who tender on or prior to 5.00 p.m., New
York City time, on Sept. 26, 2011, (such time on such date, the
"Consent Payment Deadline") 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 after the Consent Payment Deadline, but
prior to the Expiration Date, will not receive the consent payment.
Holders who tender Notes are automatically deemed to consent to the
proposed amendments to the indenture.
Notes not tendered and purchased pursuant to the tender offer will
remain outstanding until paid by CN on the stated maturity date of Oct.
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for, Notes validly tendered and not withdrawn pursuant to the tender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.
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) 470-4300 (toll free) or (212) 430-3774
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.
Certain information included in this news release are "forward-looking
statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and under Canadian securities laws. CN
cautions that, by their nature, these forward-looking statements
involve risks, uncertainties and assumptions. The Company cautions that
its assumptions may not materialize and that current economic
conditions render such assumptions, although reasonable at the time
they were made, subject to greater uncertainty. Such 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 or the rail industry to be
materially different from the outlook or any future results or
performance implied by such 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, 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 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 maters, 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.
For further information:
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