CN announces new share repurchase program, two-for-one stock split, and
declares fourth-quarter 2013 cash dividend
MONTREAL, Oct. 22, 2013 /CNW Telbec/ — CN (TSX: CNR) (NYSE: CNI) announced
today that its Board of Directors has approved a new share repurchase program,
and a two-for-one stock split of the Company's common shares outstanding. The
Board has also approved a fourth-quarter 2013 cash dividend.
The new share repurchase program will be a normal-course-issuer bid to
purchase, for cancellation, up to 15 million common shares before adjusting
for the stock split, representing approximately 4.1 per cent of the common
shares issued and outstanding of the Company not held by insiders on Oct. 15,
2013. On that date 417,992,780 CN common shares were issued and outstanding.
CN repurchased 14.7 million common shares under its share repurchase program
announced in October 2012, at a weighted-average price of C$95.35 per share,
excluding brokerage fees, returning C$1.4 billion to shareholders.
The new repurchase program - starting on Oct. 29, 2013, and ending no later
than Oct. 23, 2014 - will be conducted through a combination of discretionary
transactions and automatic repurchase plan through the facilities of the
Toronto and New York stock exchanges, or alternative trading systems, if
eligible, and will conform to their regulations. Toronto Stock Exchange (TSX)
rules will permit CN to purchase daily, through TSX facilities, a maximum of
164,267 common shares under the Company's new repurchase program. Purchases
under the normal-course-issuer bid will be made by means of open market
transactions or such other means as the TSX or a securities regulatory
authority may permit and under applicable law, including private agreements
under issuer bid exemption orders issued by a securities regulatory authority
The price to be paid by CN for any common shares will be the market price at
the time of acquisition, plus brokerage fees, and purchases made under an
issuer bid exemption order will be at a discount to the prevailing market
price as per the terms of the orders.
CN's management and Board of Directors believe that the repurchase by the
Company of its shares represents an appropriate use of its funds.
The two-for-one stock split will take the form of a stock dividend.
Shareholders will receive one additional common share of CN for each common
share held. The stock dividend will be payable on Nov. 29, 2013, to
shareholders of record at the close of business on Nov. 15, 2013.
The stock split will have no tax consequences in Canada or the United States,
and will not dilute shareholders' equity. All equity-based benefit plans will
be adjusted to reflect the issuance of additional shares or options due to the
declaration of the stock split. All share and per share data for future
periods will also reflect the stock split when it becomes effective.
Luc Jobin, CN executive vice-president and chief financial officer, said: "In
addition to significant investments in the business and increasing cash
dividends over the years, CN has returned approximately C$4.8 billion to
shareholders through share repurchases since 2010. This new share repurchase
program and stock split attest to CN's continued confidence in the growth of
the Company and commitment to create shareholder value while maintaining a
strong balance sheet."
CN also announced today that its Board of Directors has approved a
fourth-quarter 2013 dividend on the Company's common shares outstanding. A
quarterly dividend of twenty-one and one-half cents (C$0.215) per common
share, post split, will be paid on Dec. 31, 2013, to shareholders of record at
the close of business on Dec. 10, 2013.
Certain information included in this news release constitutes "forward-looking
statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and under Canadian securities laws, including
potential purchases of common shares for cancellation under a normal course
issuer bid. CN cautions that, by their nature, these forward-looking
statements involve risk, uncertainties and assumptions, and are subject to our
board's discretion in respect of the declaration of dividends. The Company
cautions that its assumptions may not materialize and that the current
economic conditions render such assumptions, although reasonable at the time
they were made, subject to greater uncertainty.
Important risk factors that could affect the above forward-looking statements
include, but are not limited to, the effects of general economic and business
conditions, industry competition, inflation, currency and interest rate
fluctuations, changes in fuel prices, legislative and/or regulatory
developments, compliance with environmental laws and regulations, actions by
regulators, various events which could disrupt operations, including natural
events such as severe weather, droughts, floods and earthquakes, labor
negotiations and disruptions, environmental claims, uncertainties of
investigations, proceedings or other types of claims and litigation, risks and
liabilities arising from derailments, and other risks and assumptions detailed
from time to time in reports filed by CN with securities regulators in Canada
and the United States. Reference should be made to "Management's Discussion
and Analysis" in CN's annual and interim reports, Annual Information Form and
Form 40-F filed with Canadian and U.S. securities regulators, available on
CN's website, for a summary of major risks and assumptions.
CN assumes no obligation to update or revise forward-looking statements to
reflect future events, changes in circumstances, or changes in beliefs, unless
required by applicable Canadian securities laws. In the event CN does update
any forward-looking statement, no inference should be made that CN will make
additional updates with respect to that statement, related matters, or any
other forward-looking statement.
CN (TSX: CNR) (NYSE: CNI) is a true backbone of the economy, transporting
approximately C$250 billion worth of goods annually for a wide range of
business sectors, ranging from resource products to manufactured products to
consumer goods, across a rail network spanning Canada and mid-America, from
the Atlantic and Pacific oceans to the Gulf of Mexico. CN - Canadian National
Railway Company, along with its operating railway subsidiaries -- serves the
ports of Vancouver, Prince Rupert, B.C., Montreal, Halifax, New Orleans, and
Mobile, Ala., and the metropolitan areas of Toronto, Chicago, Detroit, Duluth,
Minn./Superior, Wis., Green Bay, Wis., Minneapolis/St. Paul, Memphis, and
Jackson, Miss., with connections to all points in North America. For more
information on CN, visit the company's website at www.cn.ca.
Media Mark Hallman Director Communications and Public Affairs (905) 669-3384
Investment Community Janet Drysdale Vice-President Investor Relations (514)
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-0- Oct/22/2013 20:02 GMT
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