CALGARY,
AB, Feb. 27, 2025 /PRNewswire/ - Canadian
Pacific Kansas City (TSX: CP) (NYSE: CP) ("CPKC") announced today
that the Toronto Stock Exchange ("TSX") has accepted its notice of
intention to implement a normal course issuer bid ("NCIB") to
purchase, for cancellation, up to 37,348,539 common shares in the
capital of CPKC or approximately four percent of CPKC's common
shares issued and outstanding as at February
18, 2025. The NCIB is expected to commence on March 3, 2025 and is due to terminate
on March 2, 2026.
"Having delivered on our commitments to strengthen our balance
sheet and reduce leverage following the transformational
combination of Canadian Pacific and Kansas City Southern into CPKC,
we are pleased to announce this new share buyback program," said
CPKC President and CEO Keith Creel.
"CPKC's ability to generate strong free cash flow and the pipeline
of growth opportunities in front of us give us the confidence to
reinstitute our share buyback program. We are committed to
returning cash to shareholders in a disciplined, opportunistic
manner."
Purchases of CPKC's common shares under the NCIB may be made
through the facilities of the TSX, the New York Stock Exchange
("NYSE") and alternative trading systems by means of open market
transactions or by such other means as may be permitted by the TSX,
the NYSE and under applicable securities laws, including automatic
purchase programs, private agreements or share repurchase programs
pursuant to issuer bid exemption orders issued by applicable
securities regulatory authorities. The price CPKC will pay for any
common shares will be the market price at the time of purchase or
such other price as may be permitted by the rules of the TSX. Any
purchase made under an exemption order issued by a securities
regulatory authority will generally be at a discount to the
prevailing market price. Any common shares acquired through the
NCIB will be immediately cancelled.
In connection with the NCIB, CPKC expects to enter into an
automatic purchase plan agreement ("Plan") with its designated
broker to allow for purchases of its common shares during internal
quarterly blackout periods. The timing and amount of such purchases
would be at the discretion of the broker based on parameters
established by CPKC prior to any blackout period. Outside of these
periods, common shares will be purchased in accordance with
management's discretion, subject to TSX rules and applicable law.
The Plan has been reviewed and pre-cleared by the TSX and may be
terminated by CPKC or its broker in accordance with its terms, or
will terminate on the expiry of the NCIB. CPKC expects the Plan to
be implemented on March 3, 2025. All
purchases of common shares made under the Plan will be included in
determining the aggregate number of common shares purchased under
the NCIB. If adopted, the Plan will constitute an "automatic
securities purchase plan" under applicable Canadian securities
laws, and will be adopted in accordance with applicable U.S.
securities laws, including the requirements of Rule 10b5-1 under
the U.S. Securities Exchange Act of 1934.
As of February 18, 2025, CPKC had
933,713,487 common shares issued and outstanding. Except as
permitted by TSX rules, CPKC will not acquire through the
facilities of the TSX more than 351,655 common shares during a
trading day, being 25 percent of the average daily trading volume
of CPKC common shares on the TSX for the six most recently
completed calendar months prior to the date of approval of the bid
by the TSX and, in addition, will not acquire per day on the NYSE
more than 25 percent of the average daily trading volume for the
four most recently completed calendar weeks preceding the date of
purchase, subject to, in both cases, certain exceptions for block
purchases.
The actual number of common shares that will be repurchased
under the NCIB, and the timing of any such purchases, will be
determined by CPKC, subject to the limits imposed by the TSX, the
NYSE and applicable securities laws in Canada and the
United States. There cannot be any assurances as to how many
common shares, if any, will ultimately be acquired by CPKC.
CPKC believes that the purchase of its shares from time to time
is an appropriate and advantageous use of its funds.
Forward Looking Information
This news release contains certain forward-looking information
and forward-looking statements (collectively, "forward-looking
information") within the meaning of applicable securities laws.
Forward-looking information includes, but is not limited to,
statements concerning expectations, beliefs, plans, goals,
objectives, assumptions and statements about possible future
events, conditions, and results of operations or performance.
Forward-looking information may contain statements with words or
headings such as "financial expectations", "key assumptions",
"anticipate", "believe", "expect", "plan", "will", "outlook",
"should" or similar words suggesting future outcomes. This news
release contains forward-looking information relating, but not
limited to, to the actual number of common shares that will be
repurchased under the NCIB, the method of purchase, the timing of
any such purchases, the prices and cancellation thereof, reasons
for and benefits of any purchases made under the NCIB, the
anticipated implementation of the Plan, the method by which such
CPKC common shares may be purchased, our ability to generate free
cash flow and our pipeline of growth opportunities.
The forward-looking information that may be in this news release
is based on current expectations, estimates, projections and
assumptions, having regard to CPKC's experience and its perception
of historical trends, and includes, but is not limited to,
expectations, estimates, projections and assumptions relating to:
changes in business strategies, North American and global economic
growth and conditions; commodity demand growth; sustainable
industrial and agricultural production; commodity prices and
interest rates; performance of our assets and equipment;
sufficiency of our budgeted capital expenditures in carrying out
our business plan; geopolitical conditions, applicable laws,
regulations and government policies; the availability and cost of
labour, services and infrastructure; the satisfaction by third
parties of their obligations to CPKC; and carbon markets, evolving
sustainability strategies, and scientific or technological
developments. Although CPKC believes the expectations, estimates,
projections and assumptions reflected in the forward-looking
information presented herein are reasonable as of the date hereof,
there can be no assurance that they will prove to be correct.
Current conditions, economic and otherwise, render assumptions,
although reasonable when made, subject to greater uncertainty.
Undue reliance should not be placed on forward-looking
information as actual results may differ materially from those
expressed or implied by forward-looking information. By its nature,
CPKC's forward-looking information involves inherent risks and
uncertainties that could cause actual results to differ materially
from the forward looking information, including, but not limited
to, the following factors: changes in business strategies and
strategic opportunities; general Canadian, U.S., Mexican and global
social, economic, political, credit and business conditions; risks
associated with agricultural production such as weather conditions
and insect populations; the availability and price of energy
commodities; the effects of competition and pricing pressures,
including competition from other rail carriers, trucking companies
and maritime shippers in Canada,
the U.S. and Mexico; North
American and global economic growth and conditions; industry
capacity; shifts in market demand; changes in commodity prices and
commodity demand; uncertainty surrounding timing and volumes of
commodities being shipped via CPKC; inflation; geopolitical
instability; changes in laws, regulations and government policies,
including regulation of rates; changes in taxes and tax rates;
potential increases in maintenance and operating costs; changes in
fuel prices; disruption in fuel supplies; uncertainties of
investigations, proceedings or other types of claims and
litigation; compliance with environmental regulations; labour
disputes; changes in labour costs and labour difficulties; risks
and liabilities arising from derailments; transportation of
dangerous goods; timing of completion of capital and maintenance
projects; sufficiency of budgeted capital expenditures in carrying
out business plans; services and infrastructure; the satisfaction
by third parties of their obligations; currency and interest rate
fluctuations; exchange rates; effects of changes in market
conditions and discount rates on the financial position of pension
plans and investments; trade restrictions or other changes to
international trade arrangements; the effects of current and future
multinational trade agreements on the level of trade among
Canada, the U.S. and Mexico; climate change and the market and
regulatory responses to climate change; anticipated in-service
dates; success of hedging activities; operational performance and
reliability; customer, regulatory and other stakeholder approvals
and support; regulatory and legislative decisions and actions; the
adverse impact of any termination or revocation by the Mexican
government of Kansas City Southern de México, S.A. de C.V.'s
Concession; public opinion; various events that could disrupt
operations, including severe weather, such as droughts, floods,
avalanches and earthquakes, and cybersecurity attacks, as well as
security threats and governmental response to them, and
technological changes; acts of terrorism, war or other acts of
violence or crime or risk of such activities; insurance coverage
limitations; material adverse changes in economic and industry
conditions, including the availability of short and long-term
financing; the demand environment for logistics requirements and
energy prices, restrictions imposed by public health authorities or
governments, fiscal and monetary policy responses by governments
and financial institutions, and disruptions to global supply
chains; the realization of anticipated benefits and synergies of
the CP-KCS transaction and the timing thereof; the satisfaction of
the conditions imposed by the U.S. Surface Transportation Board in
its March 15, 2023 final decision;
the success of integration plans for KCS; other disruptions arising
from the CP-KCS integration; estimated future dividends; financial
strength and flexibility; debt and equity market conditions,
including the ability to access capital markets on favourable terms
or at all; cost of debt and equity capital; improvement in data
collection and measuring systems; industry-driven changes to
methodologies; and the ability of the management of CPKC to execute
key priorities, including those in connection with the CP-KCS
transaction. The foregoing list of factors is not exhaustive. These
and other factors are detailed from time to time in reports filed
by CPKC with securities regulators in Canada and the
United States. Reference should be made to "Item 1A -
Risk Factors" and "Item 7 - Management's Discussion and
Analysis of Financial Condition and Results of Operations -
Forward-Looking Statements" in CPKC's annual and interim reports on
Form 10-K and 10-Q.
Any forward-looking information contained in this news release
is made as of the date hereof. Except as required by law, CPKC
undertakes no obligation to update publicly or otherwise revise any
forward-looking information, or the foregoing assumptions and risks
affecting such forward-looking information, whether as a result of
new information, future events or otherwise.
About CPKC
With its global headquarters in Calgary, Alta., Canada, CPKC is the first and only single-line
transnational railway linking Canada, the United
States and México, with unrivaled access to major ports from
Vancouver to Atlantic Canada to the Gulf of México to
Lázaro Cárdenas, México. Stretching approximately 20,000 route
miles and employing 20,000 railroaders, CPKC provides North
American customers unparalleled rail service and network reach to
key markets across the continent. CPKC is growing with its
customers, offering a suite of freight transportation services,
logistics solutions and supply chain expertise. Visit
cpkcr.com to learn more about the rail advantages of CPKC.
CP-IR
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SOURCE CPKC
