UPDATE: Pershing Square Files Proxy Circular for Shareholders of Canadian Pacific
Pershing Square Capital Management, L.P. today filed a proxy circular and accompanying letters to shareholders for the election of the Nominees for Management Change to the Board of Directors of Canadian Pacific Railway Limited (NYSE: CP), in connection with Canadian Pacific's upcoming annual meeting of shareholders to be held on May 17th.
The Nominees for Management Change, who will be proposed at the annual meeting, are: William A. Ackman, Gary F. Colter, Paul G. Haggis, Paul C. Hilal, Rebecca MacDonald, Dr. Anthony R. Melman, and Stephen C. Tobias.
The proxy circular and related proxy materials, including Pershing Square's letters to shareholders and a "universal" BLUE proxy or voting instruction form, will be mailed to shareholders of Canadian Pacific and will also be available via SEDAR at http://www.sedar.com.
To keep current with all further developments and for information about how to vote your shares, please continue to visit http://www.CPRising.ca.
An accompanying letter from William Ackman to fellow shareholders was also filed. The full text is below:
April 4, 2012
Dear Fellow Canadian Pacific Shareholders:
We seek your vote in support of all seven Nominees for Management Change and our mission to raise CP from its current position as the worst performing Class I railroad in North America to its rightful place as one of the best.
In the letter that appears at the beginning of the enclosed proxy circular, I have detailed our case for the election of the Nominees for Management Change and the replacement of current CEO Fred Green. To summarize: for the past six years, the Board and Mr. Green have led CP down the wrong track. Since Mr. Green became CEO:
CP dropped to dead last in operating performance among Class I North American railroads. CP's total return to shareholders prior to our investment was negative 18% while the other Class I North American railroads delivered strong positive total returns of 22% to 93%. Despite this poor record, the Board continues to support Mr. Green and the status quo. It's time for a change. With a revitalized Board and a new CEO, we are convinced CP will return to its position as a leader among Class I North American railroads. To help make this change happen we ask you to:
Vote FOR all seven Nominees for Management Change Vote AGAINST the advisory resolution on executive compensation Please vote your shares by completing, signing and returning the BLUE form of proxy or voting instruction form enclosed with our proxy materials by fax or by mail, or vote your shares on the internet or over the telephone (as available). Only our "universal" proxy and voting instruction form includes the names of all of the director nominees and other matters to be considered at the meeting. We urge you to IGNORE any white form of proxy or voting instruction form received from CP as it will not allow you to vote for all seven Nominees for Management Change. If you have previously voted on the white form of proxy or voting instruction form sent to you by CP, you may revoke your vote by executing the enclosed BLUE form of proxy or voting instruction form, or by voting on the internet, by fax, by mail or over the telephone (as available). Full instructions on how to vote are set out in the enclosed proxy materials and can also be found at www.CPRising.ca.
PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
William A. Ackman
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