Canadian Pacific Announces Preliminary Results of Tender Offer for Debt Securities; Increases Size of Tender Offer to US$475 Million



    CALGARY, May 28 /CNW/ - Canadian Pacific Railway Limited (TSX/NYSE:   CP)
today announced the preliminary results for its previously announced tender
offer for up to US$450,000,000 aggregate principal amount of its debt
securities specified in the Offer to Purchase dated May 12, 2009 (the "Offer
to Purchase") and announced today that it is increasing to US$475,000,000 the
maximum aggregate principal amount of outstanding notes to be purchased in its
offer to purchase its 6.25% Notes due 2011, 5.75% Notes due 2013 and 6.50%
Notes due 2018. The full terms and conditions of the tender offer are set
forth in the Offer to Purchase and related Letter of Transmittal, as amended
by this press release. All other terms and conditions of the tender offer
remain unchanged.
    The company also announced that, according to information provided by
Global Bondholder Services Corporation, the depositary and information agent
for the tender offer, the approximate aggregate principal amount of the debt
securities listed below were validly tendered and not validly withdrawn on or
before 5:00 p.m., New York City time, on May 27, 2009. Withdrawal rights for
debt securities tendered in the tender offer terminated at 5:00 p.m., New York
City time, on May 27, 2009.
    The amount of each series of debt securities purchased in the tender
offer will be determined in accordance with the priorities and maximum tender
amounts identified in the column "Acceptance Priority Level and Maximum Tender
Amount" in the table below. The tender offer is scheduled to expire at 12:00
midnight, New York City time, on June 10, 2009, unless extended by the
company.
    The following table provides the approximate aggregate principal amount
validly tendered and not validly withdrawn for each series of debt securities
subject to the tender offer as of 5:00 p.m., New York City time, on May 27,
2009.

    
    -------------------------------------------------------------------------

                                 Acceptance
                                   Priority
                                  Level and
                                   Maximum                        Amount
      CUSIP        Title of         Tender    Maximum Tender  Tendered as of
     Number        Security         Amount        Amount        May 27, 2009
    -------------------------------------------------------------------------
               6.250% Notes due
    13645RAC8   October 15, 2011       1      US$400,000,000  US$154,079,000
               5.750% Notes due
    13645RAG9   May 15, 2013           2      US$400,000,000  US$281,300,000
               6.500% Notes due
    13645RAH7   May 15, 2018           3       US$75,000,000   US$93,138,000
    

    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 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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