Norfolk Southern comments on Canadian Pacific’s non-binding shareholder proposal
NORFOLK,
Va., Feb. 9, 2016 – Norfolk Southern Corporation (NYSE: NSC) today
issued the following statement regarding the non-binding shareholder
proposal submitted by Canadian Pacific (TSX: CP) (NYSE: CP):
CP has proposed a non-binding resolution that NS should have discussions with CP regarding a business combination. NS
has already met with CP and publicly provided clear detail regarding
the NS Board’s concerns. While CP continues to publicly declare that NS
should “talk to CP about a potential combination,” we believe further discussions are not in the best interests of NS shareholders unless CP offers NS shareholders compelling value and addresses the regulatory issues inherent in its proposal.
The
NS Board carefully considered and unanimously rejected each of CP’s
three unsolicited acquisition proposals, after it determined that each
was grossly inadequate and would face substantial regulatory risks and
uncertainties that CP would be highly unlikely to overcome. Notably, CP
has not addressed the NS Board’s concerns, nor sought a declaratory
order from the Surface Transportation Board that would provide clarity
regarding the likelihood of regulatory approval of its voting trust
structure.
The
NS team remains focused on executing our plan to reduce costs, drive
profitability and enhance value for all NS shareholders. We believe the
interests of NS shareholders are best served by the continued execution
of our strategic plan.
Morgan
Stanley & Co. LLC and Bank of America Merrill Lynch are acting as
financial advisors to Norfolk Southern Corporation and Skadden, Arps,
Slate, Meagher & Flom LLP, Hunton & Williams LLP and Morrison
& Foerster LLP are acting as legal advisors.
About Norfolk Southern
Norfolk Southern Corporation
(NYSE: NSC) is one of the nation’s premier transportation companies.
Its Norfolk Southern Railway Company subsidiary operates approximately
20,000 route miles
in 22 states and the District of Columbia, serves every major container
port in the eastern United States, and provides efficient connections
to other rail carriers. Norfolk Southern operates the most extensive
intermodal network in the East and is a major transporter of coal,
automotive, and industrial products.
Forward-Looking Statements
Certain
statements in this press release are “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, as amended. These statements
relate to future events or the Company’s future financial performance
and involve known and unknown risks, uncertainties and other factors
that may cause the actual results, levels of activity, performance or
achievements of the Company or its industry to be materially different
from those expressed or implied by any forward-looking statements. In
some cases, forward-looking statements can be identified by terminology
such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,”
“anticipate,” “intend,” “believe,” “estimate,” “project,” “consider,”
“predict,” “potential” or other comparable terminology. The Company has
based these forward-looking statements on management’s current
expectations, assumptions, estimates, beliefs and projections. While the
Company believes these expectations, assumptions, estimates, and
projections are reasonable, such forward-looking statements are only
predictions and involve known and unknown risks and uncertainties, many
of which involve factors or circumstances that are beyond the Company’s
control. These and other important factors, including those discussed
under “Risk Factors” in the Company’s Form 10-K for the year ended Dec.
31, 2015, as well as the Company’s subsequent filings with the
Securities and Exchange Commission, may cause actual results,
performance or achievements to differ materially from those expressed or
implied by these forward-looking statements. The forward-looking
statements in this press release are made only as of the date they were
first issued, and unless otherwise required by applicable securities
laws, the Company disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Copies of Norfolk Southern
Corporation’s press releases and additional information about the
Company are available at www.norfolksouthern.com or you can contact the Norfolk Southern Corporation Investor Relations Department by calling 757-629-2861.
Important Additional Information and Where to Find It
Norfolk
Southern Corporation (the “Company”), its directors and certain of its
executive officers and employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual
Meeting”). The Company plans to file a proxy statement with the
Securities and Exchange Commission (the “SEC”) in connection with the
solicitation of proxies for the 2016 Annual Meeting (the “2016 Proxy
Statement”). Additional information regarding the identity of these
potential participants, none of whom owns in excess of 1 percent of the
Company’s shares of Common Stock, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in the
2016 Proxy Statement and other materials to be filed with the SEC in
connection with the 2016 Annual Meeting. This information can also be
found in the Company’s definitive proxy statement for its 2015 Annual
Meeting of Stockholders (the “2015 Proxy Statement”), filed with the SEC
on March 25, 2015, or the Annual Report on Form 10-K for the year ended
December 31, 2015, filed with the SEC on February 8, 2016 (the “Form
10-K”). To the extent holdings of the Company’s securities by such
potential participants have changed since the amounts printed in the
2015 Proxy Statement, such changes have been or will be reflected on
Statements of Ownership and Change in Ownership on Forms 3 and 4 filed
with the SEC.
STOCKHOLDERS
ARE URGED TO READ THE 2016 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO), 2015 PROXY STATEMENT, FORM 10-K AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY HAS FILED OR WILL FILE WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
Stockholders
will be able to obtain, free of charge, copies of the 2016 Proxy
Statement (when filed), 2015 Proxy Statement, Form 10-K and any other
documents (including the WHITE proxy card) filed or to be filed by the
Company with the SEC in connection with the 2016 Annual Meeting at the
SEC’s website (http://www.sec.gov) or at the Company’s website (http://www.nscorp.com)
or by writing to Denise Hutson, Corporate Secretary, Norfolk Southern
Corporation, Three Commercial Place, Norfolk, Virginia 23510.