Canadian Pacific Notes Pershing Square Backing Away from Previously Stated Goals and Timelines

Canadian Pacific CP CP today sent the following letter to shareholders: April 26, 2012 Dear Fellow Shareholder: You face a critical decision about the future of your company at Canadian Pacific's annual meeting of shareholders on May 17, 2012: You can vote for the continued success of CP's value-enhancing Multi-Year Plan, approved by the Board and being executed by a CEO and management team held accountable by the CP director nominees or; Delay and disrupt the CP Plan by diluting the Board with the dissident Pershing Square nominees who have offered no credible alternative. We strongly recommend you vote FOR the CP director nominees - highly qualified business leaders who are serving the best interests of ALL CP shareholders and Pershing Square CEO, William Ackman. PERSHING SQUARE'S AGENDA ENTAILS RISK AND DISRUPTION Pershing Square has put forward its own slate of nominees to advance its agenda of replacing CP's Chief Executive Officer, despite the risk and disruption this entails. In addition, Pershing Square has ignored or misrepresented the operational and financial success already being achieved by the CP management team through the aggressive and successful execution of CP's Multi-Year Plan. PERSHING SQUARE PROPOSED UNPRECEDENTED OPERATING RATIO PROJECTIONS - DESPITE HAVING NO PLAN To justify its high-risk agenda, Pershing Square's original claim was that it could reduce CP's operating ratio ("OR") to 65 by 2015, a reduction rate never achieved by any management team at any Class I railroad. Subsequently, in an interview on BNN on April 23, 2012, Mr. Ackman changed the timeframe to "in four years" rather than "by 2015." During Pershing Square's "townhall" meeting for CP shareholders on February 6, 2012, Hunter Harrison, Pershing Square's CEO candidate, appeared to back away from reducing CP's OR to 65 by 2015, instead promising "significant improvement." Regardless of the actual OR targets and timeframe that Pershing Square and Mr. Harrison have in mind - to date, no plan has been presented and it appears that Pershing Square has no plan. PERSHING SQUARE'S AGENDA: DISRUPTIVE CEO CHANGE AND THREATENED "NUCLEAR WINTER" Despite the absence of a plan, Pershing Square continues to push for a change in management that risks disrupting the Company's success and the shareholder value being created by the current CP management team under CP CEO, Fred Green. In fact, rather than work with the Board, Pershing Square demanded that CP install Mr. Harrison as CEO and threatened "Nuclear Winter" if CP did not acquiesce. Mr. Harrison, as the 67 year old former CEO of Canadian National Railway Company ("CN"), is well known to the CP Board and the Board has serious questions about his track record in customer and regulatory relations while at CN. IN LIGHT OF CP'S SIGNIFICANT OPERATING AND FINANCIAL MOMENTUM, PERSHING SQUARE HAS EFFECTIVELY ENDORSED CP'S MULTI-YEAR PLAN In response to requests from the CP Board for details on how Pershing Square's unprecedented projections could be met, Pershing Square stated that only after being installed as CEO would Mr. Harrison develop a plan. By his own admission, Mr. Harrison has noted that if he were installed as CEO, it would take him some 18 months to get his team in place, develop a plan and begin to "move the needle." It remains unclear whether the four-year timeframe for OR improvement cited by Mr. Ackman begins at the beginning, sometime in the middle, or after that 18 month period has elapsed. There is still no evidence that Mr. Harrison has any real knowledge of CP's Canadian assets and every reason to believe that entrusting the Company and shareholders' investment to him while he familiarizes himself constitutes unacceptable risk of disruption to CP's value-generating Multi-Year Plan. As Ed Harris, who has served as Executive VP of Operations for both CP and CN, has told the Board, "It is a mistake to underestimate the differences between the infrastructure of CP and CN. On the one hand, in CN you have a railroad that was built by Canadian taxpayers with twice the proportion of sidings and double track and that therefore benefits from significantly enhanced operating flexibility. On the other hand, CP has to contend with greater geographic challenges."
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