Leading Advisory Firms Continue to Back Nominees for Management Change and Reject Status Quo at CP; All Three Unanimously Support Change Glass Lewis and Egan-Jones Issue Reports Endorsing Entire Slate; Recommend Voting BLUE Proxy Form

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 /PRNewswire/ -- 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. 

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 http://www.CPRising.ca.  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.

SOURCE Pershing Square Capital Management, L.P.



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