Canadian Pacific Announces Pricing of US Debt Offering



    CALGARY, May 12 /CNW/ - Canadian Pacific Railway Limited (TSX/NYSE:   CP)
announced today that its wholly-owned subsidiary, Canadian Pacific Railway
Company, has entered into an underwriting agreement providing for the issuance
of US$350 million of 7.25% Notes due May 15, 2019. The transaction is expected
to close May 15, 2009. CP intends to use the net proceeds from the offering to
partially finance the repurchase of certain of its outstanding US dollar
denominated long-term debt securities pursuant to a tender offer announced
today. The balance, if any, will be used for general corporate purposes. This
offering is consistent with CP's objective to enhance its capital structure
and improve its debt maturity profile.
    This announcement shall not constitute an offer to sell or a solicitation
of an offer to buy the Senior Notes due May 15, 2019. The offering is being
made under an effective shelf registration statement. A copy of the
preliminary prospectus supplement and related base prospectus may be obtained
from the SEC's website at www.sec.gov. Alternatively, copies will be provided
upon written request to:

    
    Office of the Corporate Secretary
    Canadian Pacific
    Suite 500
    401 - 9th Avenue SW
    Calgary, AB T2P 4Z4
    

    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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