Canadian Pacific Announces Final Results of Tender Offer for Debt Securities



    CALGARY, June 11 /CNW/ - Canadian Pacific Railway Limited (TSX/NYSE:   CP)
today announced the purchase by its wholly-owned subsidiary, Canadian Pacific
Railway Company, of US$475 million aggregate principal amount of debt
securities pursuant to its previously announced tender offer, which expired as
of 12:00 midnight, New York City time, on June 10, 2009.
    The table below identifies the principal amount of each series of
securities validly tendered in the tender offer and the principal amount that
CP has accepted for purchase under the terms of the Offer to Purchase as well
as the applicable proration factors. The amounts of each series of securities
purchased in the tender offer were determined based on the aggregate principal
amount of each series of securities validly tendered and not validly withdrawn
on or before the expiration date, in accordance with the priorities and
maximum tender amounts of each series of debt securities identified in the
"Acceptance Priority Level and Maximum Tender Amount" column in the table
below and subject to the maximum tender offer amount of US$475 million. The
principal amount tendered of each series of securities subject to the tender
offer exceeded the respective principal amounts being accepted for purchase
pursuant to the Offer to Purchase, therefore purchases of tendered securities
of each series of securities will be subject to proration by the factor
identified in the "Proration Factor" column in the table below.
    The consideration for the securities accepted for purchase as set forth
in the Offer to Purchase, plus accrued and unpaid interest, will be paid by CP
today to The Depository Trust Company, which will allocate such funds to the
holders entitled thereto. Securities that have been tendered but not accepted
for purchase will be promptly returned to the tendering parties.
    The following table identifies the principal amount of each series of
securities validly tendered in the tender offer and the principal amount that
CP has accepted for purchase under the terms of the offer to purchase.

    
                      NOTES SUBJECT TO THE TENDER OFFER

    The following table provides the estimated aggregate principal amount
validly tendered and not validly withdrawn for each series of debt securities
subject to the tender offer as of 12:00 midnight, New York City time, on June
10, 2009.

    -------------------------------------------------------------------------
                       Acceptance
                        Priority
                          Level
                          and
             Title       Maximum     Maximum      Principal
    CUSIP    of          Tender       Tender       Amount
    Number   Security    Amount       Amount      Tendered
    ----------------------------------------------------------
              6.250%
              Notes
    13645RAC8 due        1    US$400,000,000   US$154,250,000
              October
              15,
              2011

              5.750%
              Notes
    13645RAG9 due        2    US$400,000,000   US$298,580,000
              May 15,
              2013

              6.500%
              Notes
    13645RAH7 due        3     US$75,000,000    US$93,138,000
              May 15,
              2018




    -------------------------------------------------------------------------
                       Acceptance
                        Priority
                          Level
                          and
             Title       Maximum    Principal
    CUSIP    of          Tender      Amount       Proration
    Number   Security   Amount     Accepted       Factor
    -------------------------------------------------------------------------
              6.250%
              Notes
    13645RAC8 due        1     US$154,250,000       N/A
              October
              15,
              2011

              5.750%
              Notes
    13645RAG9 due        2     US$298,580,000       N/A
              May 15,
              2013

              6.500%
              Notes
    13645RAH7 due        3     US$22,170,000      0.23846
              May 15,
              2018

    

    This press release is neither an offer to purchase, nor a solicitation
for acceptance of the tender offer. CP is making the tender offer only by, and
pursuant to the terms of, the Offer to Purchase and the related Letter of
Transmittal, as amended by this press release.
    The complete terms and conditions of the tender offer are set forth in
the Offer to Purchase and Letter of Transmittal, as amended by the press
release issued by CP on May 28, 2009 and this press release. Holders are urged
to read the tender offer documents carefully. Copies of the Offer to Purchase
and Letter of Transmittal may be obtained from the Information Agent for the
Offer, Global Bondholder Services Corporation, at (866) 470-3900 (US
toll-free) and (212) 430-3774 (collect).
    J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated are the
Dealer Managers for the tender offer. Questions regarding the tender offer may
be directed to J.P. Morgan Securities Inc., Liability Management Group at
(866) 834-4666 (toll-free) and (212) 834-4802 (collect) or to Morgan Stanley &
Co. Incorporated at (800) 624-1808 (toll free) or (212) 761-5384 (collect).

    About Canadian Pacific

    Canadian Pacific, through the ingenuity of its employees located across
Canada and in the United States, intends to be the safest, most fluid railway
in North America. Our people are the key to delivering innovative
transportation solutions to our customers and to ensuring the safe operation
of our trains through the more than 900 communities where we operate. Canadian
Pacific is proud to be the official rail freight services provider for the
Vancouver 2010 Olympic and Paralympic Winter Games.





For further information:

For further information: Media Contact: Leslie Pidcock, Canadian
Pacific, Tel.: (403) 319-6878, e-mail: leslie_pidcock@cpr.ca; Investment
Community: Janet Weiss, Canadian Pacific, Tel.: (403) 319-3591, e-mail:
investor@cpr.ca


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