Glass Lewis Advises that Investors Withhold Votes from Eight Incumbent Nominees; Egan-Jones Recommends Withholding Votes From All Current Directors

NEW YORK, May 9, 2012 //- Pershing Square Capital Management, L.P. (“Pershing Square”) today announced that proxy advisor Glass, Lewis & Co. and independent credit rating agency Egan-Jones Ratings Co. have both issued reports that offer total support for  the Nominees for Management Change at Canadian Pacific Railway Limited’s (“Canadian Pacific”) (TSX: CP; NYSE: CP) upcoming annual general meeting of shareholders on May 17th.

The resounding endorsements from these advisory services firms adds to support from proxy advisor Institutional Shareholder Services (ISS), which also backed all seven of the Nominees for Management Change.

Like ISS, Glass Lewis and Egan-Jones both recommend that shareholders vote “for” all seven of the Nominees for Management Change.

Egan-Jones advises that investors “withhold” votes from all of CP’s current directors and Glass Lewis recommends withholding votes from eight incumbent directors.

Glass Lewis, Egan-Jones and ISS all recommend that shareholders vote on Pershing Square’s BLUE form of proxy.

These recommendations represent a unanimous and resounding endorsement of Pershing Square’s proposed slate of directors, the Nominees for Management Change.

“We are delighted that proxy advisors Glass Lewis and Egan Jones have joined ISS in strongly endorsing change at CP – all three of the major North American proxy advisors recommend that CP shareholders vote on the Blue proxy for all seven of the Nominees for Management Change,” said William A. Ackman, CEO of Pershing Square. “Notably, ISS, Glass Lewis and Egan Jones recommend shareholders withhold from six, eight, and all 15 of the incumbents respectively.  We are unaware of so powerful and uniform an endorsement for change in the history of large cap activism.”

“The Nominees for Management Change comprise two shareholder representatives, and five highly regarded executives known for their independence and integrity.  A strong mandate from shareholders will enable a minority of new independent voices to be heard even among a majority of legacy directors who have to date unanimously opposed change.  A withhold vote against all incumbents contributes most strongly to that mandate, and importantly does not change the fact that the top sixteen vote recipients will all become directors.”

“Bolstered by a shareholder mandate for change, in just eight days the Nominees for Management Change will have the opportunity to reset the board’s culture, deliver fresh views and perspectives, and help lead CP through a CEO change and toward a brighter future. Shareholders can do their part by voting for all seven Nominees for Management change and withholding from all incumbent directors.  Each of us is grateful for the opportunity to serve the Company and all its stakeholders.”

Glass Lewis

In their report, Glass, Lewis & Co. states:

“Despite multiple plans and initiatives, under the same general approach and culture, CP’s operating performance has languished for four years while all other railroads have improved. Based on these results, we believe it’s time for a change in leadership at CP.”

“We believe the Company’s serial underperformance from a total shareholder return perspective and its industry-worst operating performance require a far-reaching overhaul of the board and senior management in order for CP to achieve results closer to those of its peers. The record shows that under Mr. Green’s and the current board’s leadership, CP’s shareholders have suffered through most periods, whether in times of boom, bust or recovery, relative to the performance of other railroads.”

“In conclusion, we believe the Dissident presents a compelling case for the need to overhaul CP’s current leadership. We also agree that simple board representation isn’t likely to produce the results that shareholders desire. Rather, an injection of all seven of the Dissident’s nominees is warranted, in our view. Further, we support Pershing Square’s plan to replace Mr. Green.”

“We believe shareholders should specifically withhold support from eight current directors based on their unyielding support for Mr. Green, their lengthy tenures overseeing CP during periods of underperformance or their culpability in allowing the Company to remain a laggard for so long.”

Egan-Jones

In the report, Egan-Jones states: “We believe that voting on the dissidents’ ballot FOR the dissidents’ Nominees is in the best interest of the Company and its shareholders.”

In arriving at that conclusion, Egan-Jones’s report states that it considered the following factors:

• Their belief that the management’s Multi-Year Plan will not maximize the Company’s shareholder value.

• Their belief that placing the dissidents’ nominees on the Company’s board of directors would work to the benefit of the Company’s shareholders.

• The Company’s notably lagging financial performance when contrasted with that of its rival Canadian National.

• Their belief that election of the slate of Nominees proposed by the dissidents will send the management a strong signal for needed change. 

If you have not already done so, please vote the BLUE proxy or voting instruction form today.  A vote FOR all seven of the Nominees for Management Change, and WITHHOLD against all 15 incumbent directors, will have the greatest impact.  As the meeting is quickly approaching, we encourage you to vote your shares by Internet or by telephone, by following the instructions set out in the BLUE proxy or voting instruction form.  Shareholders are reminded that they may still submit a BLUE proxy or voting instruction form even if they have previously submitted a white form.  A properly completed BLUE form of proxy or voting instruction form will override and supersede any earlier form of proxy or voting instruction submitted by you in respect of the meeting.

Contact:

Jennifer Burner
(212) 260-8813
jburner@globalstrategygroup.com

Martha Durdin
(416) 642-4735
mdurdin@navltd.com

Additional Information

To keep current with all further developments and for information about how to vote your shares and to obtain a copy of Pershing Square’s proxy circular and other shareholder communications, please continue to visit https://live-cp-rising.pantheonsite.io.  If you are a shareholder and have not already done so, please vote your BLUE proxy or voting instruction form FOR all seven Nominees for Management Change, and WITHHOLD from all 15 incumbent directors or vote for up to nine incumbent management nominees.  If you  have any questions, need assistance in voting your BLUE proxy or voting instruction form or need a BLUE proxy or voting instruction form, please call Pershing Square’s proxy solicitor in Canada, Kingsdale Shareholder Services Inc., at 1-866-851-3214 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or Pershing Square’s proxy solicitor in the United States, D.F. King & Co., Inc., at 1-800-659-5550 toll-free in North America, or at 1-212-269-5550 outside of North America (collect calls accepted).  We also invite you to share your comments by going to the comment section of the CPRising website.

The post Leading Advisory Firms Continue to Back Nominees for Management Change and Reject Status Quo at CP; All Three Unanimously Support Change appeared first on CP Rising.

“We are honoured by Ontario Teachers’ strong expression of support – they voted for all seven Nominees for Management Change, and voted withhold against all fifteen incumbents.  This vote, from one of Canada’s most important institutions, sends the strongest possible signal that the past has been unacceptable, and that the future must be different.  A loud and clear message from shareholders will enable the reconstituted board to put the past behind it, have a fresh start, and work most efficiently and effectively toward our shared goal.”

Reporting on the analysis underlying its vote, Ontario Teachers published today:

“We have carefully reviewed the arguments of CP and Pershing Square, considering CP’s historical performance and future opportunities within the context of the best interests of CP and our Plan members going forward. We note CP’s performance has been below its peers during Mr. Green’s tenure as CEO and are not convinced that the most recent results provide irrefutable evidence that CP is performing better than its peers.

CP has failed to persuade us that Mr. Harrison would be a liability for CP. We believe that CP’s multi-year plan (MYP) is similar to those previously executed by Mr. Harrison and that a change in management would not imperil the success of executing the MYP. Therefore, in view of CP’s relative historical underperformance, the proven success of Mr. Harrison executing similar MYPs and the absence of compelling evidence that his appointment is harmful to CP, we believe there is more risk in maintaining the status quo and support change at CP.”

If you have not already done so, please vote the BLUE proxy or voting instruction form today.  A vote FOR all seven of the Nominees for Management Change, and WITHHOLD against all 15 incumbent directors, will have the greatest impact.  As the meeting is quickly approaching, we encourage you to vote your shares by Internet or by telephone, by following the instructions set out in the BLUE proxy or voting instruction form.  Shareholders are reminded that they may still submit a BLUE proxy or voting instruction form even if they have previously submitted a white form.  A properly completed BLUE form of proxy or voting instruction form will override and supersede any earlier form of proxy or voting instruction submitted by you in respect of the meeting.

Cautionary Statement Regarding Forward-Looking Statements                                         

This press release contains forward-looking statements.  All statements that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements.  These statements are based on current expectations of Pershing Square and currently available information.  They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate.  Pershing Square does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.  Please refer to Pershing Square’s proxy circular dated April 4, 2012, which is available at https://live-cp-rising.pantheonsite.io, for further information regarding the risks of these statements.

Contact:

Jennifer Burner
(212) 260-8813 jburner@globalstrategygroup.com

Martha Durdin
(416) 642-4735 mdurdin@navltd.com

Additional Information 

To keep current with all further developments and for information about how to vote your shares and to obtain a copy of Pershing Square’s proxy circular and other shareholder communications, please continue to visit https://live-cp-rising.pantheonsite.io.  If you are a shareholder and have not already done so, please vote your BLUE proxy or voting instruction form FOR all seven Nominees for Management Change, and WITHHOLD from all 15 incumbent directors or vote for up to nine incumbent management nominees.  If you  have any questions, need assistance in voting your BLUE proxy or voting instruction form or need a BLUE proxy or voting instruction form, please call Pershing Square’s proxy solicitor in Canada, Kingsdale Shareholder Services Inc., at 1-866-851-3214 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or Pershing Square’s proxy solicitor in the United States, D.F. King & Co., Inc., at 1-800-659-5550 toll-free in North America, or at 1-212-269-5550 outside of North America (collect calls accepted).  We also invite you to share your comments by going to the comment section of the CPRising website.

The post Pershing Square Statement on Strong Endorsement from Ontario Teachers’ Pension Plan appeared first on CP Rising.

Leading Proxy Advisory Firm Institutional Shareholder Services (ISS) Strongly Endorses All Seven Nominees for Management Change in CP Proxy Contest

Recommends Withholding from Six of Canadian Pacific’s Current Directors

Recommends Canadian Pacific Shareholders Vote the BLUE Form of Proxy

NEW YORK, May 3, 2012 //- Pershing Square Capital Management, L.P. (“Pershing Square”) today announced that leading proxy advisory services firm Institutional Shareholder Services (ISS) issued a report strongly endorsing all seven Nominees for Management Change for election at Canadian Pacific Railway Limited’s (“Canadian Pacific”) (TSX: CP; NYSE: CP) upcoming annual general meeting of shareholders to be held on May 17th.

The report recommends that shareholders vote for all seven of the Nominees for Management Change.

The report also recommends that investors withhold votes from six of CP’s incumbent directors. ISS recommends that shareholders vote on Pershing Square’s BLUE form of proxy.

Collectively, the ISS recommendations represent an unequivocal endorsement of Pershing Square’s alternate slate of directors, the Nominees for Management Change.

“Today’s ISS recommendation brings shareholders one big step closer to the change we need at Canadian Pacific. We thank ISS for adding its important voice to the overwhelming support for the Nominees for Management Change,” said William A. Ackman, CEO, Pershing Square Capital Management. “We are confident that a revitalized Board and a new CEO will return Canadian Pacific to its rightful position as a leader among North American Class I railroads.”

“Consistent with ISS’s recommendation, we ask shareholders to vote for all seven of the Nominees for Management Change.”

In the report, ISS states:

• “What shareholders appear to have witnessed over these directors’ tenure, as a close examination of the evidence in this proxy contest makes plain, is an enduring failure of board leadership, and a bewildering lack of accountability for results.”
• “Because the dissidents have demonstrated a compelling case that poor board oversight has allowed the company’s performance to drift further and further below both its peers and its potential over at least half a decade, it seems clear that change on the board is needed.”

The post ISS Endorses the Nominees for Management Change appeared first on CP Rising.

 NEW YORK, April 23, 2012 //- William A. Ackman of Pershing Square Capital Management, L.P. (“Pershing Square”) today filed a letter to shareholders regarding the election of its Nominees for Management Change to the Board of Directors of Canadian Pacific Railway Limited (“Canadian Pacific”) (TSX: CP; NYSE: CP), in connection with Canadian Pacific’s upcoming annual general meeting of shareholders to be held on May 17th.

To keep current with all further developments and for information about how to vote your shares, please continue to visit https://live-cp-rising.pantheonsite.io.  If you are a shareholder and have not already done so, please vote your BLUE proxy or voting instruction form FOR all seven Nominees for Management Change, and WITHHOLD from all 15 incumbent directors.  If you are a shareholder and have not already received your BLUE proxy materials, please call Pershing Square’s proxy solicitor in Canada, Kingsdale Shareholder Services Inc., at 1-866-851-3214 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or Pershing Square’s proxy solicitor in the United States, D.F. King & Co., Inc., at 1-800-659-5550 toll-free in North America, or at 1-212-269-5550 outside of North America (collect calls accepted).  We also invite you to share your comments by going to the comment section of the CPRising website.

April 23, 2012

Dear Fellow Shareholder,

In his 2001 Canadian Pacific letter to shareholders, then CEO Robert Ritchie wrote:

“Our profitability in 2001 was second-best in the industry based on operating ratio [78%], but I don’t intend for CPR to be the perennial silver medalist.”

Regrettably, these words proved only too prophetic.  Canadian Pacific is no longer the silver medalist, as its operating ratio has deteriorated while the operating ratio of the other Class I railways has improved materially.  CP’s negative 18% total return to shareholders during CEO Fred Green’s tenure[1] reflects its position as the worst managed and poorest performing Class I railway.

The cost to shareholders of CP’s poor board oversight and mismanagement has been enormous.  If you invested $10,000 in Canadian Pacific when Mr. Green became CEO, you would have lost $1,800 and be left with only $8,200 (including dividends) as of the day prior to Pershing Square’s investment in CP.  Alternatively, if you invested $10,000 in a portfolio of the other Class I railways over the same period, you would have $15,900, nearly twice as much.

Mr. Green recently suggested that the 65% appreciation of CP’s shares since Pershing Square began accumulating stock in the Company reflects confidence in management and the incumbent board.  In fact, this appreciation reflects the increased probability – estimated by the top-ranked railroad industry analyst, JP Morgan’s Tom Wadewitz, at 90% – that the current board will be restructured and Mr. Green replaced.

As they have in prior years, the current board and Mr. Green again ask shareholders to believe that sustainable progress is just around the corner.  Unfortunately, the first quarter’s results serve only to remind us of why we shouldn’t.  After six years of promises and “detailed plans,” the Company’s performance is worse than it was in the comparable quarter in 2006, just prior to Mr. Green becoming CEO, despite the benefit of a strong tailwind from this year’s record mild winter.  The chart below shows the lack of progress over Mr. Green’s tenure (lower is better):

To distract attention from the lack of progress during his tenure, Mr. Green compares Q1 2012 performance with even worse performance in Q1 2009, 2010 and 2011.  But Q1 2012 performance benefitted from a strong tailwind (the record mild winter) while Q1 2009-2011 performance was weakened by strong headwinds (the recession and a harsh winter).  The relief from headwinds and the benefit of a tailwind should not be confounded with “successful execution,” yet Mr. Green seeks to do just that.  The incontrovertible fact remains:  under the stewardship of this board and Mr. Green, CP’s performance has deteriorated.

The Board and Mr. Green recently blamed fuel price increases for the deterioration in the Company’s operating ratio since 2006.  Like their other excuses, this one rings hollow.  While CP’s operating ratio deteriorated from 79.6% to 80.1% during Mr. Green’s tenure, the operating ratio of the other Class I railroads –which experienced the same fuel price increase – improved, on average, from 77.9% to 71.4%.

The Board and Mr. Green attempt to divert shareholders’ attention from the Company’s poor financial performance to “improvements” in non-GAAP, non-financial operating metrics.  These metrics are distorted by the material benefit of a record mild winter and the outsized capital and operating expenditures of the Company’s wasteful 2012 Winter Plan.  Such expenditures destroy value and harm shareholders, but they can make selected operating metrics look better.  Absent an accompanying record of improved financial performance, improvements in non-financial operating metrics cannot support a conclusion of sustainable progress.

Our Goal

 The Nominees for Management Change have one simple goal:  to restore CP to its rightful position as one of the best performing railways.  A well-run CP will deliver enormous value to shareholders, substantially improve customer service, and earn back lost market share.  We are highly incentivized to succeed:  the Nominees for Management Change collectively own more than $1.8 billion of CP stock.

The incumbent board and management have failed shareholders, employees and customers.  Their failed stewardship of CP and indifference to concerned shareholders make it clear that nothing less than a fundamental board restructuring and a new CEO will put CP back on track.  This is precisely what the seven Nominees for Management Change will accomplish if elected with a strong mandate for change.

The shareholder vote at the May 17^th, 2012 Annual General Meeting is a referendum on the incumbent Board’s performance and an opportunity for shareholders to set CP on track to a better future.  If you have not already done so, please vote the BLUE proxy FOR all seven Nominees for Management Change, and WITHHOLD from all 15 incumbent directors.  Doing so maximizes the probability that all seven Nominees for Management Change will be elected, and delivers a mandate for new leadership at CP.

Please visit www.CPRising.ca. There you will find our shareholder communications and have an opportunity to submit your comments directly to us.

Sincerely,

William A. Ackman

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements.  All statements that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements.  These statements are based on current expectations of Pershing Square and currently available information.  They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate.  Pershing Square does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.  Please refer to Pershing Square’s proxy circular dated April 4, 2012, which is available at https://live-cp-rising.pantheonsite.io, for further information regarding the risks of these statements.

Contact:

Jennifer Burner

(212) 260-8813

jburner@globalstrategygroup.com

Martha Durdin

(416) 642-4735

mdurdin@navltd.com

Additional Information

Pershing Square has filed a proxy circular dated April 4, 2012 (the “Pershing Square Circular”) in respect of Canadian Pacific’s May 17, 2012 annual shareholder meeting, which has been mailed to shareholders of Canadian Pacific, together with a “universal” BLUE proxy or voting instruction form.  Additional supplemental information will also be made available to shareholders.  Investors and shareholders may obtain free copies of the Pershing Square Circular and related proxy materials at https://live-cp-rising.pantheonsite.io or on Canadian Pacific’s company profile on SEDAR at https://www.sedar.com.  Shareholders may also obtain free copies of the Pershing Square Circular and other relevant documents when they become available by calling Pershing Square’s proxy solicitor in Canada, Kingsdale Shareholder Services Inc., at 1-866-851-3214 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or Pershing Square’s proxy solicitor in the United States, D.F. King & Co., Inc., at 1-800-659-5550 toll-free in North America, or at 1-212-269-5550 outside of North America (collect calls accepted).  SHAREHOLDERS OF CANADIAN PACIFIC ARE STRONGLY ADVISED TO READ THE PERSHING SQUARE CIRCULAR AND RELATED PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

The post Pershing Square Issues Letter to Shareholders of Canadian Pacific appeared first on CP Rising.

To keep current with all further developments and for information about how to vote your shares, please continue to visit https://live-cp-rising.pantheonsite.io.

Click here to download William Ackman’s letter to fellow shareholders (PDF).

The full text of William Ackman’s letter to fellow shareholders is below:

April 16, 2012

Dear Fellow CP Shareholder,

Proxy contests are about trust, incentives, capabilities, and results.  Do you trust the current board and management to represent your interests as a shareholder?  Are their interests aligned with shareholders? Do they have what it takes to drive the value of the company over the long term?  Has the current board and management fulfilled their promises to shareholders?

Prior to Pershing Square’s acquisition of stock of Canadian Pacific, the total return to CP shareholders over the previous six years of CEO Fred Green’s tenure was negative 18%, as the company’s operating performance deteriorated and its market share declined.

During this period, the board paid Mr. Green $32 million and gave him high marks on the measures it established to evaluate his performance.

On September 23^rd, Pershing Square began buying CP stock because we believed that the company’s underperformance could be addressed by a change in senior management.  We spent $1.4 billion to buy more than 14% of the company, the largest initial investment we have made in any company.

While the company’s Chairman, John Cleghorn, told me at our first meeting in early November that he was receptive to senior management change, his thinking changed shortly thereafter.

Why, you might ask, have the board and the company’s CEO been so resistant to what is blindingly obvious to the shareholders of CP?  The answer is that the board’s and Mr. Green’s incentives are not aligned with those of shareholders.

The misalignment, in the case of Mr. Green, is for obvious reasons.  It is the rare CEO who is prepared to show true accountability by resigning no matter how much value could be created for shareholders if he stepped down.

In the case of the board, the reasons for its stubborn refusal to consider a change in management are more subtle.  Despite the company’s track record for underperformance, this board has always believed that progress is just around the corner.  Time and time again, the company has announced a new plan, shown a glimmer of operational improvement, only to fail to achieve sustained progress.  The problems are probably not the plans themselves.  Rather, the failure has been the execution of those plans by management and the board’s inadequate oversight.

If the Nominees for Management Change are elected and the company’s performance dramatically improves over the next several years, this will be a great outcome for shareholders.  A strong and sustainable turnaround of CP would make clear that the company’s performance failures over the last six years were not weather-related, nor due to “structural” limitations, nor any of the other litany of excuses shareholders have heard over the years.  It is the rare board that would step aside and allow it to be shown that the failures of the past were due to their own failed oversight.

Our Simple Goal

Pershing Square and the seven Nominees for Management Change have one simple goal and no other agenda.  Our goal is to take CP from its position as the worst performing railroad in North America to its rightful place as one of the best.  Doing so will create billions of dollars of shareholder value.  With a reconstituted board and a change in leadership, we are confident these goals can be achieved.

The stock price has risen by more than 64% since our initial purchase of shares, and by about 20% since we disclosed our stake and our plans for a change in the board and senior management.  The current stock price reflects the substantial potential for value creation if shareholders give the Nominees for Management Change the strong mandate we need to restructure the board and replace Mr. Green.

Our Economic Incentives

We have an enormous economic incentive to achieve our simple goal.  At market value, Pershing Square owns a more than $1.8 billion stake in CP, representing one-sixth of our assets.  It is a large illiquid stake that requires us to provide timely updates to the market to the extent we increase or decrease our position.  In light of these constraints, no investor would buy 14% of a company and join a board of directors unless it was interested in the creation of long-term shareholder value.  We are ‘all in’ and will work extremely hard to maximize value for all shareholders and other stakeholders.

The other Nominees for Management Change have also reached into their own pockets and purchased approximately $2 million of stock in the company.  They have made these purchases in recent weeks at current market prices.  To their credit, they are prepared to eat their own cooking even before they have had the opportunity to sit down at the board table and begin to add value.

The Board’s Economic Incentives

In comparison, the current independent directors have a nominal shareholding in the company with 0.2% of the stock.  Unlike the stock you purchased or the shares we own, the board’s shareholdings were not principally bought with their own cash, but were granted by the company.  For each of the non-management directors, none of their shareholdings is material to their personal economic circumstance.  Regardless of the performance of the company, they will continue to receive a similar dollar amount of shares and fees each year as long as they continue as directors.  The longer they serve on the board, the greater their compensation, regardless of how the stock does.

Hunter Harrison’s Incentives

It is also worthwhile considering the incentives of our CEO designee Hunter Harrison.  Hunter is recognized as a legend in the railroad industry due to his extraordinary turnarounds of Illinois Central and Canadian National from underperformers to the best performing railroads in North America.  Hunter retired from CN a little more than two years ago.  Because of the enormous amount of shareholder value he created, Hunter retired a wealthy man.

Why then has Hunter put his hat in the ring to be the next CEO of Canadian Pacific?

He certainly doesn’t need the money.  Hunter also has nothing to prove.  His successes, the resulting recognition he has received, and the legacy he has left behind speak for themselves.  And, if Hunter were to fail at CP, it would tarnish his otherwise unblemished track record.

The current board has done their best to discourage Hunter from taking the job.  They have made it clear they don’t want him.  They have even paid millions of shareholder dollars to commission a study pointing out all of CP’s problems, telling Hunter and the world about CP’s apparent deficiencies versus Canadian National.  The board has said it loud and clear, Canadian Pacific has structural challenges and therefore Hunter’s goals are unrealistic.

Never before in my career have I seen a board and management commission a study at shareholder expense and release it to the general public in an attempt to identify the company’s weaknesses in order to prove its inferiority versus its competitors.  We have said that CP has a culture of excuses that has interfered with its historic ability to execute.  This board-commissioned consultant’s report is Exhibit A for the need for culture change at CP.

Why does Hunter want this challenge?

Clearly, he loves the business and misses the action.  He is also extraordinarily confident he will achieve his high aspirations for CP.  And he has already put his money where his mouth is by buying $5 million of stock.  But I don’t think these reasons entirely explain what motivates him.

Hunter would like one more opportunity to prove himself.  Again.  We would like to give him that opportunity.

More Plans and More Promises

The company has promised that the first quarter’s results will be strong, and that its Multi-year Plan is now on the path to better performance.  Unfortunately, this is not the first such promise that short-term performance will lead the company to future success.  Let’s note a sample of the promises for improved performance during Mr. Green’s tenure:

“I told you we had a value creation strategy that works.  It’s delivering results, and we expect our success to continue.” (Mr. Green, November 2006 Analyst Day)

“We have series of Vice Presidents who have sat right in front of Kathryn and I and stared us in the eyeballs and told us how they’re going to deliver the types of improvements that Brock referred to.  And because of that level of attack, level of effort, and that level of commitment, we’re able to sit here today and say that we’ve got a program [Execution Excellence for Efficiency or “E3”] that over the next couple of years, is another C$100 million.” (Mr. Green, November 2008 Analyst Day)

Fred Green has been the CEO of CP for nearly six years.  During his tenure, the company has announced 10 new plans and operational initiatives to address its chronic underperformance.  When a glimmer of progress appeared, management promised that the progress would be sustained. Over time, unfortunately, the company’s performance has only deteriorated until our recent involvement.

One Good Quarter? Does Not a Company Make

While we have yet to see the detailed results of the supposedly strong first quarter, we know that 90 days of good weather does not fix six years of underperformance.  To quote Cormark Securities analyst David Newman:

“In our view, CP is clearly capitalizing on easy comps in Q1/12, given a very mild winter this year, a severe winter in Q1/11, and various events during 2009-10 (recession, slow recovery, etc.).  Further, in our opinion, one quarter of solid performance does not make up for 5.5 years of underperforming its peers.”

We hope that CP’s performance has begun to turn, but as the owner of 14% of the company, we are not prepared to ignore what history has demonstrated about management’s and the board’s inability to deliver sustained performance.  Ultimately, this proxy contest is about execution, namely which board and CEO are best able to get the job done.  With a reconstituted board and new leadership, CP can be one of the best railroads in North America.

With an election only 30 or so days away, it is critical that you use the BLUE proxy card to vote your shares as promptly as possible for the seven Nominees for Management Change.  We encourage you to vote by Internet so that your vote is received as soon as possible.  With seven of the Nominees for Management Change on the board, we have the highest probability of achieving the dramatic required changes at CP.  To send the strongest possible message about the need for change, we encourage you to withhold your votes from the current directors.  If you have already voted another proxy, you may change your vote for only your most recent proxy will count.

I look forward to seeing you at the shareholder meeting on May 17^th.

Sincerely,

William A. Ackman

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements.  All statements that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements.  These statements are based on current expectations of Pershing Square and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate.  Pershing Square does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.

Contact:

Jennifer Burner

(212) 260-8813

jburner@globalstrategygroup.com

Martha Durdin

(416) 642-4735

mdurdin@navltd.com

Additional Information

Pershing Square has filed a proxy circular dated April 4, 2012 (the “Pershing Square Circular”) in respect of Canadian Pacific’s May 17, 2012 annual shareholder meeting, which has been mailed to shareholders of Canadian Pacific, together with a “universal” BLUE proxy or voting instruction form.  Additional supplemental information will also be made available to shareholders.  Investors and shareholders may obtain free copies of the Pershing Square Circular and related proxy materials at https://live-cp-rising.pantheonsite.io or on Canadian Pacific’s company profile on SEDAR at https://www.sedar.com.  Shareholders may also obtain free copies of the Pershing Square Circular and other relevant documents when they become available by calling Pershing Square’s proxy solicitor in Canada, Kingsdale Shareholder Services Inc., at 1-866-851-3214 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or Pershing Square’s proxy solicitor in the United States, D.F. King & Co., Inc., at 1-800-659-5550 toll-free in North America, or at 1-212-269-5550 outside of North America (collect calls accepted).  SHAREHOLDERS OF CANADIAN PACIFIC ARE STRONGLY ADVISED TO READ THE PERSHING SQUARE CIRCULAR AND RELATED PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

The post Pershing Square Issues Letter to Shareholders of Canadian Pacific appeared first on CP Rising.

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 https://www.sedar.com.

To keep current with all further developments and for information about how to vote your shares, please continue to visit https://live-cp-rising.pantheonsite.io

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.

Sincerely,

William A. Ackman

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forwardlooking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of Pershing Square and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Pershing Square does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.

Contact:

Jennifer Burner
(212) 260-8813
jburner@globalstrategygroup.com

Martha Durdin
(416) 642-4735
mdurdin@navltd.com

Additional Information

Canadian Pacific has announced that it will hold its annual meeting of shareholders on Thursday, May 17, 2012 in Calgary, Alberta. Pershing Square’s nominees will be considered for election at that meeting. Pershing Square expects to mail a proxy circular to shareholders of Canadian Pacific, together with a BLUE proxy or voting instruction form. SHAREHOLDERS OF CANADIAN PACIFIC ARE URGED TO READ THE PROXY CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the proxy circular and any amendments or supplements thereto at no charge on SEDAR at https://www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling Pershing Square’s proxy solicitor in Canada, Kingsdale Shareholder Services Inc., at 1- 866-851-3214 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or Pershing Square’s proxy solicitor in the United States, D.F. King & Co., Inc., at 1-800-659-5550 toll-free in North America, or at 1-212-269-5550 outside of North America (collect calls accepted).

Information in Support of Public Broadcast Solicitation

Pershing Square is relying on the exemption under section 9.2(4) of National Instrument 52-102 – Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Pershing Square, and by Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd. (excluding Pershing Square, collectively, the “Pershing Square Funds”), and not by or on behalf of the management of Canadian Pacific.

The address of Canadian Pacific is Suite 500, 401—9th Avenue S.W. Calgary, Alberta T2P 4Z4.

Pershing Square has filed a proxy circular dated April 4, 2012 (the “Pershing Square Circular”) containing the information required by Form 51-102F5 – Information Circular in respect of its proposed nominees. The Pershing Square Circular will be available on Canadian Pacific’s company profile on SEDAR at https://www.sedar.com and is also being mailed to shareholders along with Pershing Square’s other proxy related materials.

Proxies for the Canadian Pacific shareholders meeting may be solicited by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Pershing Square who will not be specifically remunerated therefor. In addition, Pershing Square may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. Pershing Square may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of Pershing Square and the Pershing Square Funds.

Pershing Square has entered into an agreement with Kingsdale Shareholder Services Inc. (“Kingsdale”) pursuant to which Kingsdale has agreed that it will act as Pershing Square’s proxy agent. Pursuant to this agreement Kingsdale will receive a fee of $100,000, plus an additional fee of $6.00 for each telephone call to or from Canadian Pacific shareholders. Pershing Square has also entered into an agreement with D.F. King & Co., Inc. (“D.F. King”) pursuant to which D.F. King has agreed that it will provide certain consulting and related services, including acting as Pershing Square’s proxy agent in the U.S. Pursuant to this agreement D.F. King will receive an initial fee of $75,000 and an additional fee of $100,000 upon the mailing of final proxy materials, plus an additional fee for telephone calls and telecommunication charges in an amount to be agreed upon by the parties. In addition, Kingsdale and D.F. King may be entitled to success fees on the successful completion of Pershing Square’s solicitation, as determined by Pershing Square in consultation with the respective agents.

All costs incurred for the solicitation will be borne by the Pershing Square Funds.

A registered holder of common shares of Canadian Pacific that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Pershing Square, or as otherwise provided in the proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing, as the case may be: (i) at the registered office of Canadian Pacific at any time up to and including the last business day preceding the day the meeting of Canadian Pacific shareholders or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.

A non-registered holder of common shares of Canadian Pacific will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a nonregistered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.

Neither Pershing Square, the Pershing Square Funds, nor any of their managing members, directors or officers, or any associates or affiliates of the foregoing, nor any of Pershing Square’s nominees for the Board of Directors of Canadian Pacific, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Canadian Pacific’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Canadian Pacific or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the upcoming meeting of Canadian Pacific shareholders, other than the election of directors.

The post Pershing Square Files Proxy Circular for Shareholders of Canadian Pacific appeared first on CP Rising.

Pershing Square Announces Distinguished Railroad Veteran as Seventh Nominee for Management Change

 Stephen Tobias Was COO of Norfolk Southern and 2008 ‘Railroader of the Year’

NEW YORK, April 2, 2012 //- Pershing Square Capital Management, L.P. (“Pershing Square”) today announced that distinguished North American railroad operations executive, Stephen Tobias, will become the seventh Nominee for Management Change.

Tobias is a 40-year veteran of Norfolk Southern Corporation (NSC), having formerly served as the COO and Vice Chairman of the railroad. Under Tobias’ decades-long leadership, NSC evolved into what is widely regarded as the best run railroad in the United States. His role in transforming NSC, his contribution to the railroad industry, and his reputation for integrity earned him the industry’s most recognized honour: Railway Age Magazine’s Railroader of the Year in 2008.  The magazine hailed Tobias as “a true thoroughbred among operating officers.”

“My nearly forty years of railroad operations experience enable me to make a real contribution to this project,” said Tobias. “I am excited about this opportunity to help unlock the enormous potential of a railroad as historic and iconic as the Canadian Pacific Railway. One can’t overemphasize the importance of a culture of execution at a railroad. Hunter Harrison and the Nominees for Management Change will put execution first and will own the results with absolute and full accountability.”

NSC earned twenty consecutive Harriman Gold Medal Awards for best safety performance of any railroad in the United States, fifteen of which were earned while Tobias was COO or EVP of Operations, and five of which were earned while he was in other senior operating roles.  Under Tobias’ leadership, NSC enjoyed notable growth while simultaneously reducing NSC’s operating ratio by ten percentage points, during a period when NSC faced the challenge of integrating an acquisition of a substantial portion of The Consolidated Rail Corporation. At his retirement, NSC had the lowest operating ratio of any US Class I railroad by 400 basis points.

Pershing Square’s nominees, who will be proposed at the May 17^th annual meeting of Canadian Pacific shareholders, are: Bill Ackman, Gary F. Colter, Paul G. Haggis, Paul C. Hilal, Rebecca MacDonald, Dr. Anthony R. Melman and Stephen Tobias. Seasoned Canadian business executives Melman, MacDonald, Haggis, and Colter have extensive experience in leading national enterprises. Together this highly experienced team will work to restore Canada’s most historic railroad to a position of leadership in the railroad industry.

“I am pleased to join this effort, along with the other distinguished members of the Nominees for Management Change, and look forward to an opportunity to serve,” Tobias added. “I’ve worked in rail operations my entire career, and can say unequivocally there is no better choice than Hunter to turn around CP.  I’ve known Hunter for thirty years, and his understanding of a company’s unique challenges and opportunities has enabled him to deliver tremendous results at all kinds of railroads — large and small, U.S. and Canadian.  Hunter has studied Canadian Pacific, CN’s only Canadian competitor, since 1997.  He understands exactly what’s needed, and will deliver results.”

Said Pershing Square CEO Bill Ackman, “Steve understands the cultural and operational ingredients for success and is admired throughout the industry. His experience building and leading the operations of the best run railroad in the United States will make him an invaluable resource to his fellow directors and to Hunter during this important transformation. We are delighted to have both of these exceptional rail operators committed to our cause.”

Biography of Stephen C. Tobias

Railroad Experience:

Stephen C. Tobias, 67, started at Norfolk Southern Corporation as a junior engineer at the age of 25. He spent his career at Norfolk Southern and helped build it into what is widely regarded as the best run railroad in the United States.

Tobias served as Vice Chairman and COO of Norfolk Southern from 1998-2009, EVP and Head of Operations from 1994-1998, and in other operations leadership capacities in the prior years.  Norfolk Southern earned twenty consecutive Harriman Gold Medal Awards for best safety performance of any railroad in the United States, fifteen of which were earned while Tobias was EVP or COO.  A tribute to Tobias’ attention to and skill at team building, NSC has continued to earn these awards since his 2009 retirement.

The NSC operations team under Tobias’ leadership drove substantial growth while simultaneously reducing NSC’s operating ratio ten percentage points to 71% by the time he retired, a full 400 basis points more efficient than the next most efficient US Class I railroad. This impressive feat was accomplished while NSC faced the challenge of integrating the acquisition of a substantial portion of The Consolidated Rail Corporation.

For these accomplishments, his contribution to the industry, and his reputation for integrity, Stephen Tobias was awarded Railroader of the Year for 2008 by Railway Age Magazine.

Boards of Directors/ Memberships:

Tobias has served as a director of Plum Creek Timber Co, Inc.(NYSE: PCL) for over a decade.

Previously, he was a member of the Board of TTX Company, Transportation Technology Center, Inc., and the Association of American Railroads.

He was also Chairman of the Safety and Operations Management Committee of the American Association of Railroads (AAR) and Chairman of the Security Committee of the AAR.

Tobias has served on numerous other industry-related boards throughout his career.

Personal:

Tobias graduated from prestigious The Citadel Military College of South Carolina and later served in the US Army.

Tobias completed an advanced management program at Harvard Business School in 1986.

He has two grown children, and he lives in South Carolina with his wife Connie.

Biographies of Additional Nominees for Management Change

Bill Ackman, 45, is the founder and Chief Executive Officer of Pershing Square Capital Management, L.P., an investment advisor with $11 billion of assets under management, founded in 2003 and registered with the United States Securities and Exchange Commission.  Investors in Pershing Square’s managed funds include university endowments, public and private U.S., Canadian and European pension funds, individuals, charitable foundations and sovereign wealth funds.  Ackman is a director of the J. C. Penney Company, Inc. (NYSE: JCP), Chairman of the Board of The Howard Hughes Corporation (NYSE: HHC), and a director of Justice Holdings Ltd. (LSE: JUSH).  Ackman is a member of the Board of Dean’s Advisors of the Harvard Business School and a Trustee of the Pershing Square Foundation, which has made more than $130 million in grants towards inner city education, global health care delivery, poverty alleviation, human rights, venture philanthropy, urban planning and the arts.  Ackman received an M.B.A. from Harvard Business School and a Bachelor of Arts magna cum laude from Harvard College.  

Gary F. Colter, 66, is the President of CRS Inc., a corporate restructuring, strategic and management consulting company which he founded in 2002.  Previously, Mr. Colter spent 34 years with KPMG Canada and its predecessor firm Peat Marwick, where he was a Partner for 27 years, holding various senior positions, including Vice Chairman of Financial Advisory Services and a member of the Management Committee from 1989 to 1998.  From 1998 to 2000, Mr. Colter was Global Managing Partner of Financial Advisory Services and a member of a then new International Executive Team for KPMG International.  In 2002, he retired as Vice Chairman of KPMG Canada.  Since 2002, Colter has been a director of Owens-Illinois Inc. (NYSE:OI), the largest manufacturer of glass bottles in the world, where he serves on the Governance and Audit Committees and previously Chaired the Audit Committee for over six years.  In 2003, he joined the board of Canadian Imperial Bank of Commerce (CIBC) (TSX:CM;  NYSE:CM) where he Chairs the Governance Committee and serves on the Audit Committee.  He previously served on the Compensation Committee and Chaired the Audit Committee of CIBC for over five years and the Risk Committee for one year.  In 2004, Colter joined the board of Core-Mark Holding Company, Inc. (NASDAQ:CORE), a leading North American manufacturer of fresh and broad line supply solutions to the convenience retail industry.  Mr. Colter is Chair of the Governance Committee and serves on the Audit Committee.  He previously Chaired the Compensation Committee for over three years.  In 2005, he joined the board of Retirement Residences REIT, a company that provides accommodation, care and services for seniors.  In 2007, the company was purchased by Public Service Pension Investment Board and changed its name to Revera Inc.  Colter is Chair of Revera’s Audit Committee and serves on the Governance Committee.  From 2003 to 2006, Colter was a director of Saskatchewan Wheat Pool Inc., now Viterra Inc. (TSX:VT), and Chaired the company’s Audit Committee and was a member of the Strategic and Business Planning Committee.  Mr. Colter has a B.A. (Honours) in Business Administration from the Ivey Business School of the University of Western Ontario, and is a Fellow Chartered Accountant.

Paul G. Haggis, 60, is currently Chairman of Alberta Enterprise Corporation, a venture capital initiative created by the Alberta Government that invests in funds that finance early stage technology companies. Mr. Haggis served from 1996-2001 as President and Chief Executive Officer for Alberta Treasury Branches Inc. (now, ATB Financial, Inc.) (ATB), a Crown corporation and the largest Alberta-based financial institution, now with assets of over $30 billion. Haggis began his career in corporate banking, joining in 1988 Metropolitan Life (now, MetLife, Inc.) (NYSE:MET) as Vice-President and Treasurer of Canadian operations. He subsequently held several senior positions there from 1988 to 1996, including President and CEO of Metropolitan Trustco and Metropolitan Financial Advisors Ltd. and COO for MetLife’s Canadian operations. From 2003-2007, Haggis joined OMERS, one of Canada’s largest pension plans, where he was President and Chief Executive Officer. From 2000 to 2003, he was a director of the Public Sector Pension Investment Board. During 2002, he was Executive Vice-President, Development and Chief Credit Officer of Manulife Financial (TSX:MFC; NYSE:MFC). Prior to OMERS, Haggis served as President and CEO of Edmonton-based Princeton Developments Ltd., a commercial real estate development company. Haggis is the former Chair of the Board of Borealis Infrastructure Management Inc. and of the Investment Committee of the Insurance Corporation of British Columbia. Since 2008, Haggis has served as a director and Chair of the Audit Committee of Advantage Oil & Gas Ltd. (TSX:AVV; NYSE:AVV), an oil and natural gas company headquartered in Calgary with properties in Western Canada.  Haggis is currently a director of a number of other companies, including: C.A. Bancorp Inc. (TSX:BKP), a Canadian merchant bank (since 2009), where he also serves as Chairman; Liberty Silver Corporation (TSX:LSL), a mineral exploration and development company (since March 2011), where he also Chairs the Governance Committee; and UBC Investment Management Trust Inc., the investment manager of the University of British Columbia (since 2010). Haggis is also a former director/trustee and Audit Committee Chair of Prime Restaurants Inc. and the Royal Ontario Museum. He is a graduate of the University of Western Ontario and a certified Chartered Director through McMaster University. Haggis is a former officer of the Canadian Armed Forces Reserve.

Paul C. Hilal, 45, is a Partner at Pershing Square, which he joined in 2006.  Mr. Hilal is Pershing Square’s railroad expert and has spent much of the last months visiting with shareholders alongside Hunter Harrison. From 2002-2005, he was the Managing Partner of Caliber Capital Management, LP, an investment firm.  From 1998-2001, he ran the information technology sector investment program at Hilal Capital Management.  From 1992-1997, Hilal was a Principal at Broadview Associates, providing mergers and acquisitions advisory services to information technology companies.  From 1999-2000, Hilal served as the Chairman of the Board and Interim Chief Executive Officer of Worldtalk Communications Corporation.  He served as a director of Ceridian Corporation in 2007, prior to its sale to the Thomas H. Lee Company.  Hilal received an A.B. degree in Biochemistry from Harvard College in 1988, a J.D. from Columbia University School of Law in 1992, and an M.B.A. from Columbia University School of Business in 1992.

Rebecca MacDonald, 58, is a founder and current Executive Chair of Just Energy Group Inc. (TSX:JE; NYSE:JE), a Toronto-based independent marketer of deregulated gas and electricity, with annual sales of $3 billion. Just Energy currently supplies more than 3.75 million customers across Canada and the United States, having signed its first customer in 1997.  She has been a director of Just Energy since 2001 and has held the position of Executive Chair since 2007.  In 1989, she founded Energy Marketing Inc., the first company which targeted small customers under Canadian natural gas deregulation, which she subsequently sold.  Following the sale of that business, in 1995 she founded another company which aggregated customers within the U.K. natural gas deregulation, which was also sold.  Ms. MacDonald served as President and Chief Executive Officer of Just Energy prior to becoming Executive Chair in 2007. MacDonald is a member of the Board of Governors of the Royal Ontario Museum and a member of the Board of the Horatio Alger Association of Canada.  She founded the Rebecca MacDonald Centre for Arthritis and Autoimmune Disease at Mount Sinai Hospital in Toronto.  She is Vice-Chair of the Board of Directors of Mount Sinai Hospital.  Previously, she was a director of the Arthritis Society.  In 2002, MacDonald received the Rotman Canadian Woman Entrepreneur of the Year Lifetime Achievement Award.  That same year, the University of Toronto, Rotman School of Business named her Canadian Woman Entrepreneur of the Year for 2002.  She was also named the top woman chief executive officer for each year from 2003-2009 by Profit Magazine.  She was named Ontario Entrepreneur of the Year by Ernst & Young in 2003.  In 2009, Ms. MacDonald received the Canadian Horatio Alger Award for demonstrated community leadership.  She received an honorary degree from the University of Victoria in 2010.

Dr. Anthony R. Melman, 64, is Chairman and Chief Executive Officer of Nevele Inc., providing strategic business and financial advice to a wide range of businesses.  Previously, Dr. Melman was a Managing Director (until 2006) and a Special Advisor, Strategic Acquisitions (2006-07) at Onex Corporation (TSX: OCX), which he joined as a Partner and Vice President at its inception in 1984.  At Onex, Dr. Melman led or participated in the company’s bids for Labatt and Air Canada, and the acquisitions of Sky Chefs Inc., Beatrice Canada and electronics maker Celestica Inc. (TSX: CLS; NYSE: CLS), IBM’s manufacturing arm. Together with Celestica’s management team he developed Celestica from a single-facility manufacturing operation in Toronto with under US$1 billion in annualized sales in 1996, to a global public company listed on both the New York and Toronto Stock Exchanges with over US$10 billion in sales by 2001.  Prior to joining Onex, Dr. Melman served as a Senior Vice President of the Canadian Imperial Bank of Commerce in charge of worldwide merchant banking, project financing, acquisitions and other specialized financing activities.  Since 2010, Dr. Melman has served as a director and Chair of the Budget and Finance Committee of the Ontario Lottery and Gaming Corporation.  He is a past director of Celestica Inc., ProSource Inc. and the University of Toronto Asset Management Corporation.  He was, until February 2, 2012, Chair of The Baycrest Centre for Geriatric Care, one of the world’s premier academic health sciences centres focused on aging.  Dr. Melman continues as a director of the Baycrest Centre, but has now assumed the role of Chair of Baycrest Global Solutions, a for-profit corporation that will commercialize the intellectual property, assets and technologies of the Baycrest Centre.  He is also the former Chair of the Childhood Cancer Charitable Council of the Pediatric Oncology Group of Ontario (POGO) and a member of the Board of Governors of Mount Sinai Hospital.  In 2011, Dr. Melman was appointed Chair of the Board of Directors of Cogniciti Inc., a for-profit joint venture created by Baycrest and MaRS Discovery District, an organization that helps science, technology and social entrepreneurs build their companies.  Dr. Melman was born in Johannesburg, South Africa, and is a Canadian citizen.  He holds a Bachelor of Science degree in Chemical Engineering from the University of the Witwatersrand, an M.B.A. degree (Gold Medalist) from the University of Cape Town and a Ph.D. in Finance from the University of the Witwatersrand.

Proxy Circular
Pershing Square expects to furnish a proxy circular to shareholders of Canadian Pacific, together with a BLUE proxy or voting instruction form. SHAREHOLDERS OF CANADIAN PACIFIC ARE URGED TO READ THE PROXY CIRCULAR AND RELATED PROXY MATERIALS CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the proxy circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at https://www.sedar.com. The amended and restated circular will also be available on Canadian Pacific’s company profile on SEDAR at https://www.sedar.com and at https://live-cp-rising.pantheonsite.io.

Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements.  All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements.  These statements are based on current expectations of Pershing Square and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate.  Pershing Square does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.

Contact:

Jennifer Burner
(212) 260-8813
jburner@globalstrategygroup.com

Martha Durdin
(416) 642-4735
mdurdin@navltd.com

Additional Information

Canadian Pacific has announced that it will hold its annual meeting of shareholders on Thursday, May 17, 2012 in Calgary, Alberta. Pershing Square’s nominees will be considered for election at that meeting. Prior to the meeting, Pershing Square expects to furnish a proxy circular to shareholders of Canadian Pacific, together with a BLUE proxy or voting instruction form. SHAREHOLDERS OF CANADIAN PACIFIC ARE URGED TO READ THE PROXY CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the proxy circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at https://www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling Pershing Square’s proxy solicitor in Canada, Kingsdale Shareholder Services Inc., at 1-866-851-3214 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or Pershing Square’s proxy solicitor in the United States, D.F. King & Co., Inc., at 1-800-659-5550 toll-free in North America, or at 1-212-269-5550 outside of North America (collect calls accepted), when they become available.

Information in Support of Public Broadcast Solicitation

Pershing Square is relying on the exemption under section 9.2(4) of National Instrument 52-102 – Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Pershing Square, and by Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd. (excluding Pershing Square, collectively, the “Pershing Square Funds”), and not by or on behalf of the management of Canadian Pacific.

The address of Canadian Pacific is Suite 500, 401—9th Avenue S.W. Calgary, Alberta T2P 4Z4.

Pershing Square has filed an information circular dated January 24, 2012 and amended and restated as of February 22, 2012 (the “Pershing Square Circular”) containing the information required by Form 51-102F5 – Information Circular in respect of its proposed nominees. The Pershing Square Circular will be available on Canadian Pacific’s company profile on SEDAR at https://www.sedar.com.

Proxies for the Canadian Pacific shareholders meeting may be solicited by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Pershing Square who will not be specifically remunerated therefor. In addition, Pershing Square may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. Pershing Square may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of Pershing Square and the Pershing Square Funds.

Pershing Square has entered into an agreement with Kingsdale Shareholder Services Inc. (“Kingsdale”) pursuant to which Kingsdale has agreed that it will act as Pershing Square’s proxy agent should Pershing Square commence a formal solicitation of proxies.  Pursuant to this agreement Kingsdale would receive a fee of $100,000, plus an additional fee of $6.00 for each telephone call to or from Canadian Pacific shareholders.  Pershing Square has also entered into an agreement with D.F. King & Co., Inc. (“D.F. King”) pursuant to which D.F. King has agreed that it will provide certain consulting and related services, including acting as Pershing Square’s proxy agent in the U.S. should Pershing Square commence a formal solicitation of proxies.  Pursuant to this agreement D.F. King will receive an initial fee of $75,000 and an additional fee of $100,000 upon the mailing of final proxy materials, plus an additional fee for telephone calls and telecommunication charges in an amount to be agreed upon by the parties.  In addition, Kingsdale and D.F. King may be entitled to success fees on the successful completion of Pershing Square’s solicitation, as determined by Pershing Square in consultation with the respective agents.

All costs incurred for the solicitation will be borne by the Pershing Square Funds.

A registered holder of common shares of Canadian Pacific that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Pershing Square, or as otherwise provided in the proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing, as the case may be: (i) at the registered office of Canadian Pacific at any time up to and including the last business day preceding the day the meeting of Canadian Pacific shareholders or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.

A non-registered holder of common shares of Canadian Pacific will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.

Neither Pershing Square, the Pershing Square Funds, nor any of their managing members, directors or officers, or any associates or affiliates of the foregoing, nor any of Pershing Square’s nominees for the Board of Directors of Canadian Pacific, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Canadian Pacific’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Canadian Pacific or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the upcoming meeting of Canadian Pacific shareholders, other than the election of directors.

The post Pershing Square Announces Distinguished Railroad Veteran as Seventh Nominee for Management Change appeared first on CP Rising.

Pershing Square Responds to Canadian Pacific Proxy Circular Filing

NEW YORK, March 22, 2012 //- Pershing Square Capital Management, L.P. (“Pershing Square”) issued the following statement in response to the management information circular filed today by Canadian Pacific Railway Limited (TSX: CP; NYSE: CP) in respect of its annual meeting of shareholders to be held on May 17, 2012:

“Over recent weeks, CP’s management and directors have held several dozen meetings with our fellow shareholders.  They have also met most of the investment research analysts covering the company, and had full access to the reports those analysts have published.  Nevertheless, this filing makes clear that this Board still does not understand the fundamental Board and management changes that the overwhelming majority of CP’s shareholders require, and that the investment research community has called for.  Fortunately, our opportunity to restructure this Board and reset its culture is now only weeks away.  Our upcoming proxy filing will maintain focus on the relevant issues, and keep us on that path.  We look forward to May 17^th.”

Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements.  All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements.  These statements are based on current expectations of Pershing Square and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate.  Pershing Square does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.

Contact:

Jennifer Burner
(212) 260-8813
jburner@globalstrategygroup.com

Martha Durdin
(416) 642-4735
mdurdin@navltd.com

Additional Information
Canadian Pacific has announced that it will hold its annual meeting of shareholders on Thursday, May 17, 2012 in Calgary, Alberta. Pershing Square’s nominees will be considered for election at that meeting. Prior to the meeting, Pershing Square expects to furnish a proxy circular to shareholders of Canadian Pacific, together with a BLUE proxy card. SHAREHOLDERS OF CANADIAN PACIFIC ARE URGED TO READ THE PROXY CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the proxy circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at https://www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling Pershing Square’s proxy solicitor in Canada, Kingsdale Shareholder Services Inc., at 1-866-851-3214 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or Pershing Square’s proxy solicitor in the United States, D.F. King & Co., Inc., at 1-800-659-5550 toll-free in North America, or at 1-212-269-5550 outside of North America (collect calls accepted), when they become available.

Information in Support of Public Broadcast Solicitation
Pershing Square is relying on the exemption under section 9.2(4) of National Instrument 52-102 – Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Pershing Square, and by Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd. (excluding Pershing Square, collectively, the “Pershing Square Funds”), and not by or on behalf of the management of Canadian Pacific.

The address of Canadian Pacific is Suite 500, 401—9th Avenue S.W. Calgary, Alberta T2P 4Z4.

Pershing Square has filed an information circular dated January 24, 2012 and amended and restated as of February 22, 2012 (the “Pershing Square Circular”) containing the information required by Form 51-102F5 – Information Circular in respect of its proposed nominees. The Pershing Square Circular will be available on Canadian Pacific’s company profile on SEDAR at https://www.sedar.com.

Proxies for the Canadian Pacific shareholders meeting may be solicited by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Pershing Square who will not be specifically remunerated therefor. In addition, Pershing Square may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. Pershing Square may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of Pershing Square and the Pershing Square Funds.

Pershing Square has entered into an agreement with Kingsdale Shareholder Services Inc. (“Kingsdale”) pursuant to which Kingsdale has agreed that it will act as Pershing Square’s proxy agent should Pershing Square commence a formal solicitation of proxies.  Pursuant to this agreement Kingsdale would receive a fee of $100,000, plus an additional fee of $6.00 for each telephone call to or from Canadian Pacific shareholders.  Pershing Square has also entered into an agreement with D.F. King & Co., Inc. (“D.F. King”) pursuant to which D.F. King has agreed that it will provide certain consulting and related services, including acting as Pershing Square’s proxy agent in the U.S. should Pershing Square commence a formal solicitation of proxies.  Pursuant to this agreement D.F. King will receive an initial fee of $75,000 and an additional fee of $100,000 upon the mailing of final proxy materials, plus an additional fee for telephone calls and telecommunication charges in an amount to be agreed upon by the parties.  In addition, Kingsdale and D.F. King may be entitled to success fees on the successful completion of Pershing Square’s solicitation, as determined by Pershing Square in consultation with the respective agents.

All costs incurred for the solicitation will be borne by the Pershing Square Funds.

A registered holder of common shares of Canadian Pacific that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Pershing Square, or as otherwise provided in the proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing, as the case may be: (i) at the registered office of Canadian Pacific at any time up to and including the last business day preceding the day the meeting of Canadian Pacific shareholders or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.

A non-registered holder of common shares of Canadian Pacific will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.

Neither Pershing Square, the Pershing Square Funds, nor any of their managing members, directors or officers, or any associates or affiliates of the foregoing, nor any of Pershing Square’s nominees for the Board of Directors of Canadian Pacific, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Canadian Pacific’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Canadian Pacific or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the upcoming meeting of Canadian Pacific shareholders, other than the election of directors.

The post Pershing Square Responds to Canadian Pacific Proxy Circular Filing appeared first on CP Rising.

Pershing Square Announces Another Prominent Canadian Business Leader to Join the Nominees for Management Change

NEW YORK, February 22, 2012 //- Pershing Square Capital Management, L.P. (“Pershing Square”) today announced that Paul Haggis, one of Canada’s most respected business leaders, has agreed to join the Nominees for Management Change. Together, these six business leaders, drawn from diverse sectors of Canadian and American business, will stand for election to the Board of Canadian Pacific Railway Limited (“Canadian Pacific”) (TSX: CP; NYSE: CP) at the annual meeting of shareholders on May 17, 2012.

“I am honoured to join this outstanding group of highly respected business leaders in this important effort to restore this icon of Canadian history and pillar of our economy,” said Paul Haggis.

The Nominees for Management Change, who will be proposed for election at the annual meeting of Canadian Pacific shareholders, are: Bill Ackman, Gary F. Colter, Paul G. Haggis, Paul C. Hilal, Rebecca MacDonald and Dr. Anthony R. Melman.  The Canadian business executives – Colter, Haggis, MacDonald and Melman – are all independent of Pershing Square, with no prior business or personal relationship with Pershing Square or Bill Ackman.  Each nominee will fulfill his or her duty of stewardship in the best interest of Canadian Pacific.

Paul Haggis has extensive leadership and change management experience. He restructured and led the Alberta Treasury Branches, a full-service Alberta-based bank, to peak levels of performance and profitability. As President and CEO of one of Canada’s most important and pioneering pension funds, the Ontario Municipal Employees Retirement System (OMERS), Haggis materially enhanced OMERS’ performance through a comprehensive restructuring including the insourcing of key investment activities.  As interim-CEO of the Public Sector Pension Investment Board, Haggis led the organization, including the recruitment  of the new CEO. He has also served as director and chair of the Insurance Corporation of British Columbia, among other public and private sector boards.

In addition to his operational experience, Paul Haggis has extensive board-level experience in the technology, energy, and mineral resource industries.  Paul Haggis is the Chairman of Alberta Enterprise Corporation, an Alberta government-created venture fund whose mandate is to finance early stage technology companies. He also serves on the boards of Advantage Oil & Gas Ltd., C.A. Bancorp Inc., Liberty Silver Corporation, and UBC Investment Management Trust Inc.

Haggis added:, “I’ve lived and worked in Western Canada and have an appreciation of the importance of Canadian Pacific to its customers, communities and employees. As an Albertan, I especially understand the importance of CP to Alberta and Canada’s economy.  CP provides a vital link to our external markets across North America and overseas.

I am eager to play a role in Canadian Pacific’s revival, and would be honoured to be given that opportunity by its Shareholders.”

Pershing Square CEO, Bill Ackman, said, “We are delighted that such a respected Canadian business leader has joined the Nominees for Management Change. Paul’s extensive experience leading the successful operational transformations of major Canadian institutions, including his expertise in pension fund oversight, complements the extensive experience of the other Nominees for Management Change. Together, these nominees will refresh Canadian Pacific’s board, adding energy, talent, and experience that will accelerate its turnaround.”

Biography of Paul G. Haggis
Paul G. Haggis, 59, is currently Chairman of Alberta Enterprise Corporation, a venture capital initiative created by the Alberta Government that invests in funds that finance early stage technology companies.

Corporate Banking and CEO Experience
Mr. Haggis served from 1996-2001 as President and Chief Executive Officer for Alberta Treasury Branches Inc. (now, ATB Financial, Inc.) (ATB), a Crown corporation and the largest Alberta-based financial institution, now with assets of over $30 billion.

Haggis began his career in corporate banking, joining in 1988 Metropolitan Life (now, MetLife, Inc.) (NYSE:MET) as Vice-President and Treasurer of Canadian operations. He subsequently held several senior positions there from 1988 to 1996, including President and CEO of Metropolitan Trustco and Metropolitan Financial Advisors Ltd. and COO for MetLife’s Canadian operations.

Public Finance and Development
From 2003-2007, Haggis joined OMERS, one of Canada’s largest pension plans, where he was President and Chief Executive Officer.

From 2000 to 2003, he was a director of the Public Sector Pension Investment Board. During 2002, he was Executive Vice-President, Development and Chief Credit Officer of Manulife Financial (TSX:MFC; NYSE:MFC). Prior to OMERS, Haggis served as President and CEO of Edmonton-based Princeton Developments Ltd., a commercial real estate development company.

Boards of Directors
Haggis is the former Chair of the Board of Borealis Infrastructure Management Inc. and of the Investment Committee of the Insurance Corporation of British Columbia.

Since 2008, Haggis has served as a director and Chair of the Audit Committee of Advantage Oil & Gas Ltd. (TSX:AVV; NYSE:AVV), an oil and natural gas company headquartered in Calgary with properties in Western Canada.

Haggis is currently a director of a number of other companies, including: C.A. Bancorp Inc. (TSX:BKP), a Canadian merchant bank, where he also serves as Chairman; Liberty Silver Corporation (TSX:LSL), a mineral exploration and development company (since March 2011), where he also Chairs the Governance Committee; and UBC Investment Management Trust Inc., the investment manager of the University of British Columbia (since 2010). Haggis is also a former director/trustee and Audit Committee Chair of Prime Restaurants Inc. and the Royal Ontario Museum.

Personal
He is a graduate of the University of Western Ontario and a certified Chartered Director through McMaster University.

Haggis is a former officer of the Canadian Armed Forces Reserve, and a resident of Canmore, Alberta.

Biographies of Additional Nominees for Management Change

Bill Ackman, 45, is the founder and Chief Executive Officer of Pershing Square Capital Management, L.P., an investment advisor with $11 billion of assets under management, founded in 2003 and registered with the United States Securities and Exchange Commission.  Investors in Pershing Square’s managed funds include university endowments, public and private U.S., Canadian and European pension funds, individuals, charitable foundations and sovereign wealth funds.  Ackman is a director of the J. C. Penney Company, Inc. (NYSE: JCP), Chairman of the Board of The Howard Hughes Corporation (NYSE: HHC), and a director of Justice Holdings Ltd. (LSE: JUSH).  Ackman is a member of the Board of Dean’s Advisors of the Harvard Business School and a Trustee of the Pershing Square Foundation, which has made more than $130 million in grants towards inner city education, global health care delivery, poverty alleviation, human rights, venture philanthropy, urban planning and the arts.  Ackman received an M.B.A. from Harvard Business School and a Bachelor of Arts magna cum laude from Harvard College.  

Gary F. Colter, 66, is the President of CRS Inc., a corporate restructuring, strategic and management consulting company which he founded in 2002.  Previously, Mr. Colter spent 34 years with KPMG Canada and its predecessor firm Peat Marwick, where he was a Partner for 27 years, holding various senior positions, including Vice Chairman of Financial Advisory Services and a member of the Management Committee from 1989 to 1998.  From 1998 to 2000, Mr. Colter was Global Managing Partner of Financial Advisory Services and a member of a then new International Executive Team for KPMG International.  In 2002, he retired as Vice Chairman of KPMG Canada.  Since 2002, Colter has been a director of Owens-Illinois Inc. (NYSE:OI), the largest manufacturer of glass bottles in the world, where he serves on the Governance and Audit Committees and previously chaired the Audit Committee for over six years.  In 2003, he joined the board of Canadian Imperial Bank of Commerce (“CIBC”) (TSX:CM;  NYSE:CM) where he chairs the Governance Committee and serves on the Audit Committee.  He previously served on the Compensation Committee and Chaired the Audit Committee of CIBC for over five years and the Risk Committee for one year.  In 2004, Colter joined the board of Core-Mark Holding Company, Inc. (NASDAQ:CORE), a leading North American manufacturer of fresh and broad line supply solutions to the convenience retail industry.  Mr. Colter is Chair of the Governance Committee and serves on the Audit Committee.  He previously chaired the Compensation Committee for over three years.  In 2005, he joined the board of Retirement Residences REIT, a company that provides accommodation, care and services for seniors.  In 2007, the company was purchased by Public Service Pension Investment Board and changed its name to Revera Inc.  Colter is Chair of Revera’s Audit Committee and serves on the Governance Committee.  From 2003 to 2006, Colter was a director of Saskatchewan Wheat Pool Inc., now Viterra Inc. (TSX:VT), and chaired the company’s Audit Committee and was a member of the Strategic and Business Planning Committee.  Mr. Colter has a B.A. (Honours) in Business Administration from the Ivey Business School of the University of Western Ontario, and is a Fellow Chartered Accountant.

Paul C. Hilal, 45, is a Partner at Pershing Square, which he joined in 2006.  From 2002 to 2005, he was the Managing Partner of Caliber Capital Management, LP, an investment firm.  From 1998 to 2001, he ran the information technology sector investment program at Hilal Capital Management.  From 1992 to 1997, Hilal was a Principal at Broadview Associates, providing mergers and acquisitions advisory services to information technology companies.  From 1999 to 2000, Hilal served as the Chairman of the Board and Interim Chief Executive Officer of Worldtalk Communications Corporation.  He served as a director of Ceridian Corporation in 2007, prior to its sale to the Thomas H Lee Company.  Hilal received an A.B. degree in Biochemistry from Harvard College in 1988, a J.D. from Columbia University School of Law in 1992, and an M.B.A. from Columbia University School of Business in 1992.

Rebecca MacDonald, 58, is a founder and current Executive Chair of Just Energy Group Inc. (TSX:JE; NYSE:JE), a Toronto-based independent marketer of deregulated gas and electricity, with annual sales of $3 billion.  Just Energy currently supplies more than 3.5 million customers across Canada and the United States, having signed its first customer in 1997.  She has been a director of Just Energy since 2001 and has held the position of Executive Chair since 2007.  In 1989, she founded Energy Marketing Inc., the first company which targeted small customers under Canadian natural gas deregulation, which she subsequently sold.  Following the sale of that business, in 1995 she founded another company which aggregated customers within the U.K. natural gas deregulation, which was also sold.  Ms. MacDonald served as President and Chief Executive Officer of Just Energy prior to becoming Executive Chair in 2007. MacDonald is a member of the Board of Governors of the Royal Ontario Museum.  She founded the Rebecca MacDonald Centre for Arthritis and Autoimmune Disease at Mount Sinai Hospital in Toronto.  She is Vice-Chair of the Board of Directors of Mount Sinai Hospital.  Previously, she was a director of the Arthritis Society.  In 2002, MacDonald received the Rotman Canadian Woman Entrepreneur of the Year Lifetime Achievement Award.  That same year, the University of Toronto, Rotman School of Business named her Canadian Woman Entrepreneur of the Year for 2002.  She was also named the top woman chief executive officer for each year from 2003 to 2009 by Profit Magazine.  She was named Ontario Entrepreneur of the Year by Ernst & Young in 2003.  In 2009, Ms. MacDonald received the Canadian Horatio Alger Award for demonstrated community leadership.  She received an honorary degree from the University of Victoria in 2010.

Dr. Anthony R. Melman, 64, is Chairman and Chief Executive Officer of Nevele Inc., providing strategic business and financial advice to a wide range of businesses.  Previously, Dr. Melman was a Managing Director (until 2006) and a Special Advisor, Strategic Acquisitions (2006-07) at Onex Corporation (TSX: OCX), which he joined as a Partner and Vice President at its inception in 1984.  At Onex, Dr. Melman led or participated in the company’s bids for Labatt and Air Canada, and the acquisitions of Sky Chefs Inc., Beatrice Canada and electronics maker Celestica Inc. (TSX: CLS; NYSE: CLS), IBM’s manufacturing arm. Together with Celestica’s management team he developed Celestica from a single-facility manufacturing operation in Toronto with under US$1 billion in annualized sales in 1996, to a global public company listed on both the New York and Toronto Stock Exchanges with over US$10 billion in sales by 2001.  Prior to joining Onex, Dr. Melman served as a Senior Vice President of the Canadian Imperial Bank of Commerce in charge of worldwide merchant banking, project financing, acquisitions and other specialized financing activities.  Since 2010, Dr. Melman has served as a director and Chair of the Budget and Finance Committee of the Ontario Lottery and Gaming Corporation.  He is a past director of Celestica Inc., ProSource Inc. and the University of Toronto Asset Management Corporation.  He was, until February 2, 2012, Chair of The Baycrest Centre for Geriatric Care, one of the world’s premier academic health sciences centres focused on aging.  Dr. Melman will continue as a director of the Baycrest Centre, but has now assumed the role of Chair of Baycrest Global Solutions, a for-profit corporation that will commercialize the intellectual property, assets and technologies of the Baycrest Centre.  He is also the former Chair of the Childhood Cancer Charitable Council of the Pediatric Oncology Group of Ontario (POGO) and a member of the Board of Governors of Mount Sinai Hospital.  In 2011, Dr. Melman was appointed Chair of the Board of Directors of Cogniciti Inc., a for-profit joint venture created by Baycrest and MaRS Discovery District, an organization that helps science, technology and social entrepreneurs build their companies.  Dr. Melman was born in Johannesburg, South Africa, and is a Canadian citizen.  He holds a Bachelor of Science degree in Chemical Engineering from the University of the Witwatersrand, an M.B.A. degree (Gold Medalist) from the University of Cape Town and a Ph.D. in Finance from the University of the Witwatersrand.

Amended and Restated Proxy Circular
Pershing Square has prepared and filed an amended and restated information circular dated as of February 22, 2012 containing additional information about all of its Nominees for Management Change.  The amended and restated circular will be available on Canadian Pacific’s company profile on SEDAR at https://www.sedar.com and at https://live-cp-rising.pantheonsite.io.

Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements.  All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements.  These statements are based on current expectations of Pershing Square and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate.  Pershing Square does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.

Contact:

Jennifer Burner
(212) 260-8813
jburner@globalstrategygroup.com

Martha Durdin
(416) 642-4735
mdurdin@navltd.com

Additional Information
Canadian Pacific announced by press release on January 23, 2012 that it will hold its annual meeting of shareholders on Thursday, May 17, 2012 in Calgary. Pershing Square’s nominees will be considered for election at that meeting. Prior to the meeting, Pershing Square expects to furnish a proxy circular to shareholders of Canadian Pacific, together with a BLUE proxy card. SHAREHOLDERS OF CANADIAN PACIFIC ARE URGED TO READ THE PROXY CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the proxy circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at https://www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling Pershing Square’s proxy solicitor, Kingsdale Shareholder Services Inc., at 1-866-581-1514 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted) when they become available.

Information in Support of Public Broadcast Solicitation
Pershing Square is relying on the exemption under section 9.2(4) of National Instrument 52-102 – Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Pershing Square, and by Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd. (excluding Pershing Square, collectively, the “Pershing Square Funds”), and not by or on behalf of the management of Canadian Pacific.

The address of Canadian Pacific is Suite 500, 401—9th Avenue S.W. Calgary, Alberta T2P 4Z4.

Pershing Square has filed an information circular dated January 24, 2012 and amended and restated as of February 22, 2012 (the “Pershing Square Circular”) containing the information required by Form 51-102F5 – Information Circular in respect of its proposed nominees. The Pershing Square Circular will be available on Canadian Pacific’s company profile on SEDAR at https://www.sedar.com.

Proxies for the Canadian Pacific shareholders meeting may be solicited by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Pershing Square who will not be specifically remunerated therefor. In addition, Pershing Square may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. Pershing Square may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of Pershing Square and the Pershing Square Funds.

Pershing Square has entered into an agreement with Kingsdale Shareholder Services Inc. (“Kingsdale”) pursuant to which Kingsdale has agreed that it will act as Pershing Square’s proxy agent should Pershing Square commence a formal solicitation of proxies. Pursuant to this agreement Kingsdale would receive a fee of $100,000, plus an additional fee of $6.00 for each telephone call to or from Canadian Pacific shareholders. In addition, Kingsdale may be entitled to a success fee on the successful completion of Pershing Square’s solicitation, as determined by Pershing Square in consultation with Kingsdale.

All costs incurred for the solicitation will be borne by the Pershing Square Funds.

A registered holder of common shares of Canadian Pacific that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Pershing Square, or as otherwise provided in the proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing, as the case may be: (i) at the registered office of Canadian Pacific at any time up to and including the last business day preceding the day the meeting of Canadian Pacific shareholders or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.

A non-registered holder of common shares of Canadian Pacific will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.

Neither Pershing Square, the Pershing Square Funds, nor any of their managing members, directors or officers, or any associates or affiliates of the foregoing, nor any of Pershing Square’s nominees for the Board of Directors of Canadian Pacific, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Canadian Pacific’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Canadian Pacific or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the upcoming meeting of Canadian Pacific shareholders, other than the election of directors.

The post Pershing Square Announces Another Prominent Canadian Business Leader to Join the Nominees for Management Change appeared first on CP Rising.

FOR IMMEDIATE RELEASE:

Pershing Square Confirms its Funds Own Canadian Pacific Shares Outright with Full Voting Power

NEW YORK, February 7, 2012 //- Pershing Square Capital Management, L.P. (“Pershing Square”) responded today to claims that are circulating to the effect that its investment in Canadian Pacific Railway Limited (“Canadian Pacific”) (TSX: CP; NYSE: CP) includes options, swaps or other derivatives.  Pershing Square confirmed that the funds it manages own all of their 24.2 million common shares of Canadian Pacific outright with full voting power, as unambiguously stated in Pershing Square’s Canadian and US public filings.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of Pershing Square and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Pershing Square does not assume any obligation to update any forward-looking statements contained in this press release.

Contact:

Bill Ackman, Chief Executive Officer
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
(212) 813-3700

Additional Information

Canadian Pacific has announced that it will hold its annual meeting of shareholders on Thursday, May 17, 2012 in Calgary. Pershing Square’s nominees will be considered for election at that meeting. Prior to the meeting, Pershing Square expects to furnish a proxy circular to shareholders of Canadian Pacific, together with a BLUE proxy card. SHAREHOLDERS OF CANADIAN PACIFIC ARE URGED TO READ THE PROXY CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the proxy circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at https://www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling Pershing Square’s proxy solicitor, Kingsdale Shareholder Services Inc., at 1-866-581-1514 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted) when they become available.

Information in Support of Public Broadcast Solicitation

Pershing Square is relying on the exemption under section 9.2(4) of National Instrument 52-102—Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Pershing Square, and by Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd. (excluding Pershing Square, collectively, the “Pershing Square Funds”), and not by or on behalf of the management of Canadian Pacific.

The address of Canadian Pacific is Suite 500, 401—9th Avenue S.W. Calgary, Alberta T2P 4Z4.

Pershing Square has filed an information circular dated January 24, 2012 (the “Pershing Square Circular”) containing the information required by Form 51-102F5 – Information Circular in respect of its proposed nominees. The Pershing Square Circular will be available on Canadian Pacific’s company profile on SEDAR at https://www.sedar.com.

Proxies for the Canadian Pacific shareholders meeting may be solicited by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Pershing Square who will not be specifically remunerated therefor. In addition, Pershing Square may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. Pershing Square may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of Pershing Square and the Pershing Square Funds.

Pershing Square has entered into an agreement with Kingsdale Shareholder Services Inc. (“Kingsdale”) pursuant to which Kingsdale has agreed that it will act as Pershing Square’s proxy agent should Pershing Square commence a formal solicitation of proxies. Pursuant to this agreement Kingsdale would receive a fee of $100,000, plus an additional fee of $6.00 for each telephone call to or from Canadian Pacific shareholders. In addition, Kingsdale may be entitled to a success fee on the successful completion of Pershing Square’s solicitation, as determined by Pershing Square in consultation with Kingsdale.

All costs incurred for the solicitation will be borne by the Pershing Square Funds.

A registered holder of common shares of Canadian Pacific that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Pershing Square, or as otherwise provided in the proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing, as the case may be: (i) at the registered office of Canadian Pacific at any time up to and including the last business day preceding the day the meeting of Canadian Pacific shareholders or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.

A non-registered holder of common shares of Canadian Pacific will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.

Neither Pershing Square, the Pershing Square Funds, nor any of their managing members, directors or officers, or any associates or affiliates of the foregoing, nor any of Pershing Square’s nominees for the Board of Directors of Canadian Pacific, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Canadian Pacific’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Canadian Pacific or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the upcoming meeting of Canadian Pacific shareholders, other than the election of directors.

The post Pershing Square Confirms its Funds Own Canadian Pacific Shares Outright with Full Voting Power appeared first on CP Rising.