March 22, 2012
Pershing Square Responds to Canadian Pacific Proxy Circular Filing
NEW YORK, March 22, 2012 //- Pershing Square Capital Management, L.P. (“Pershing Square”) issued the following statement in response to the management information circular filed today by Canadian Pacific Railway Limited (TSX: CP; NYSE: CP) in respect of its annual meeting of shareholders to be held on May 17, 2012:
“Over recent weeks, CP’s management and directors have held several dozen meetings with our fellow shareholders. They have also met most of the investment research analysts covering the company, and had full access to the reports those analysts have published. Nevertheless, this filing makes clear that this Board still does not understand the fundamental Board and management changes that the overwhelming majority of CP’s shareholders require, and that the investment research community has called for. Fortunately, our opportunity to restructure this Board and reset its culture is now only weeks away. Our upcoming proxy filing will maintain focus on the relevant issues, and keep us on that path. We look forward to May 17th.”
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of Pershing Square and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Pershing Square does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.
Canadian Pacific has announced that it will hold its annual meeting of shareholders on Thursday, May 17, 2012 in Calgary, Alberta. Pershing Square’s nominees will be considered for election at that meeting. Prior to the meeting, Pershing Square expects to furnish a proxy circular to shareholders of Canadian Pacific, together with a BLUE proxy card. SHAREHOLDERS OF CANADIAN PACIFIC ARE URGED TO READ THE PROXY CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the proxy circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at http://www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling Pershing Square’s proxy solicitor in Canada, Kingsdale Shareholder Services Inc., at 1-866-851-3214 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or Pershing Square’s proxy solicitor in the United States, D.F. King & Co., Inc., at 1-800-659-5550 toll-free in North America, or at 1-212-269-5550 outside of North America (collect calls accepted), when they become available.
Information in Support of Public Broadcast Solicitation
Pershing Square is relying on the exemption under section 9.2(4) of National Instrument 52-102 – Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.
This solicitation is being made by Pershing Square, and by Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd. (excluding Pershing Square, collectively, the “Pershing Square Funds”), and not by or on behalf of the management of Canadian Pacific.
The address of Canadian Pacific is Suite 500, 401—9th Avenue S.W. Calgary, Alberta T2P 4Z4.
Pershing Square has filed an information circular dated January 24, 2012 and amended and restated as of February 22, 2012 (the “Pershing Square Circular”) containing the information required by Form 51-102F5 – Information Circular in respect of its proposed nominees. The Pershing Square Circular will be available on Canadian Pacific’s company profile on SEDAR at http://www.sedar.com.
Proxies for the Canadian Pacific shareholders meeting may be solicited by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Pershing Square who will not be specifically remunerated therefor. In addition, Pershing Square may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. Pershing Square may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of Pershing Square and the Pershing Square Funds.
Pershing Square has entered into an agreement with Kingsdale Shareholder Services Inc. (“Kingsdale”) pursuant to which Kingsdale has agreed that it will act as Pershing Square’s proxy agent should Pershing Square commence a formal solicitation of proxies. Pursuant to this agreement Kingsdale would receive a fee of $100,000, plus an additional fee of $6.00 for each telephone call to or from Canadian Pacific shareholders. Pershing Square has also entered into an agreement with D.F. King & Co., Inc. (“D.F. King”) pursuant to which D.F. King has agreed that it will provide certain consulting and related services, including acting as Pershing Square’s proxy agent in the U.S. should Pershing Square commence a formal solicitation of proxies. Pursuant to this agreement D.F. King will receive an initial fee of $75,000 and an additional fee of $100,000 upon the mailing of final proxy materials, plus an additional fee for telephone calls and telecommunication charges in an amount to be agreed upon by the parties. In addition, Kingsdale and D.F. King may be entitled to success fees on the successful completion of Pershing Square’s solicitation, as determined by Pershing Square in consultation with the respective agents.
All costs incurred for the solicitation will be borne by the Pershing Square Funds.
A registered holder of common shares of Canadian Pacific that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Pershing Square, or as otherwise provided in the proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing, as the case may be: (i) at the registered office of Canadian Pacific at any time up to and including the last business day preceding the day the meeting of Canadian Pacific shareholders or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.
A non-registered holder of common shares of Canadian Pacific will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.
Neither Pershing Square, the Pershing Square Funds, nor any of their managing members, directors or officers, or any associates or affiliates of the foregoing, nor any of Pershing Square’s nominees for the Board of Directors of Canadian Pacific, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Canadian Pacific’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Canadian Pacific or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the upcoming meeting of Canadian Pacific shareholders, other than the election of directors.