LONDON, Dec. 23, 2021 /PRNewswire/ -- Long-term
shareholders CIFF Capital UK LP and The Children's Investment
Master Fund, acting by their investment manager TCI Fund Management
Limited (CIFF Capital UK LP, The Children's Investment Master Fund
and TCI Fund Management Limited, together, "TCI"), today commented
on the CEO search process at Canadian National Railway Company
(TSX:CNR)(NYSE:CNI) ("CN" or the "Company") and reiterated the
urgent need for change on the CN Board of Directors.
The full statement from TCI follows:
"Given the CN Board's history of
failed CEO appointments, it is not a surprise to us that the Board
has failed once again to attract the best candidate for the
role.
The Board is conflicted, which
makes the current selection process flawed and unreliable. A CEO
needs to be certain that he or she will have the unwavering support
of the Board, and currently that cannot be guaranteed.
If CN shareholders elect the four
independent candidates nominated by TCI at the Special Meeting they
can be confident the Board will conduct a fair CEO selection
process and be able to offer the new CEO stable and durable
support.
The need for change on the CN
Board has never been more apparent and TCI remains fully committed
to bringing much-needed railroad experience to the Board for the
benefit of all CN shareholders.
Gil
Lamphere, Rob Knight,
Allison Landry and Paul Miller also remain committed to standing
for election at the Special Meeting and working with the rest of
the Board to appoint the best CEO for CN.
The appointment of the new CEO
should therefore be delayed until after the Special Meeting so
shareholders can vote on who should conduct the vitally important
search for a CEO who can initiate an operational transformation
which will pave the way for future growth.
The four independent and
highly-skilled nominees have vast railroad experience and
knowledge, and they share a common and very achievable goal: to
create a much-needed culture of operational excellence at CN, which
is essential if the Company is to reach its full potential.
A new, high-quality board with
extensive railroad experience and expertise will help ensure CN is
put on the right track to the benefit of the Canadian and US
economies, shippers, employees and shareholders."
More information on the independent, highly-skilled board
candidates can be found at www.CNBackOnTrack.com.
About TCI Fund Management
Founded in 2003 by Sir Christopher Hohn, TCI Fund
Management Limited, the investment manager of CIFF Capital UK
LP and The Children's Investment Master Fund, is a value-oriented,
fundamental investor which invests globally in strong businesses
with sustainable competitive advantages. Using a private equity
approach, TCI Fund Management Limited conducts deep fundamental
research, constructively engages with management and adopts a
long-term investment horizon. For more information on TCI Fund
Management Limited and its ESG policy,
visit www.tcifund.com/ESG. TCI Fund Management Limited is
authorised and regulated by the Financial Conduct Authority.
Disclosures
TCI has been a CN shareholder since 2018. TCI currently owns
more than 5% of the shares outstanding (valued at US$4.3
billion) and is committed to the long-term success of CN.
Contacts
Kingsdale Advisors:
Ian
Robertson
President, Canada
Direct: 416-867-2333
Cell: 647-621-2646
Email: irobertson@kingsdaleadvisors.com
Hyunjoo Kim
Director, Communications, Marketing & Digital Strategy
Direct: 416-867-2357
Cell: 416-899-6463
Email: hkim@kingsdaleadvisors.com
TCI Media Contacts:
ASC Advisors, New York
Steve Bruce:
sbruce@ascadvisors.com
Taylor Ingraham:
tingraham@ascadvisors.com
203-992-1230
Information in Support of Public Broadcast
Solicitation
Shareholders are not being asked at this time to execute a proxy
in favour of TCI's nominees for election to the Board or any other
resolutions set forth in TCI's requisition for a special meeting of
shareholders ("the Special Meeting") which has been scheduled for
March 22, 2022.. In connection with
the Special Meeting, TCI has filed a preliminary information
circular dated September 27, 2021
(the "Circular") and expects to issue a supplement thereto or
amendment and restatement thereof (the "Final TCI Circular")
containing further disclosure concerning TCI's proposals, together
with additional details concerning the completion and return of
forms of proxy and voting information forms ("VIFs") to be provided
by TCI for use at the Special Meeting.
This press release and any solicitation made by TCI in advance
of the Special Meeting is, or will be, as applicable, made by TCI
and not by or on behalf of the management of CN.
Shareholders of CN are not being asked at this time to execute
proxies in favour of TCI's nominees (in respect of the Special
Meeting) or any other resolution set forth in the requisition. TCI
intends to make its solicitation primarily by mail, but proxies may
also be solicited personally by telephone, email or other
electronic means, as well as by newspaper or other media
advertising or in person, by TCI, certain of its members, partners,
directors, officers and employees, TCI's nominees or TCI's agents,
including Kingsdale Advisors, who has been retained by TCI as its
strategic shareholder advisor and proxy solicitation agent.
Pursuant to the agreement between Kingsdale Advisors and TCI Fund
Management Limited, Kingsdale Advisors will receive a fee of up to
$3.5 million, plus customary fees for
each call to or from shareholders of CN, and will be reimbursed for
certain out-of-pocket expenses, with all such costs to be borne by
TCI. In addition, TCI may solicit proxies in reliance upon the
public broadcast exemption to the solicitation requirements under
applicable Canadian corporate and securities laws, by way of public
broadcast, including press release, speech or publication, and in
any other manner permitted under applicable Canadian laws. Any
members, partners, directors, officers or employees of TCI and
their affiliates or other persons who solicit proxies on behalf of
TCI will do so for no additional compensation. The costs incurred
in the preparation and mailing of the Circular and the Final TCI
Circular, and the solicitation of proxies by TCI will be borne by
TCI, provided that, subject to applicable law, TCI may seek
reimbursement from CN of TCI's out-of-pocket expenses, including
proxy solicitation expenses and legal fees, incurred in connection
with a successful reconstitution of the Board.
A registered shareholder of CN who has given a proxy may revoke
the proxy at any time prior to use by:
(a) depositing an
instrument or act in writing revoking the proxy, executed or, in
Quebec, signed by such registered
shareholder or by his, her or its personal representative
authorized in writing or by electronic signature or, if the
registered shareholder is a corporation, by an officer or attorney
thereof properly authorized, either: (i) at the registered office
of CN at any time up to and including the last business day
preceding the day of the Special Meeting or any postponement(s) or
adjournment(s) thereof, at 935, rue de La Gauchetière ouest,
Montréal, Québec, Canada, H3B 2M9;
or (ii) with the chairman of the Special Meeting prior to
commencement of the Special Meeting on the day of the Special
Meeting or any postponement(s) or adjournment(s) thereof; or
(b) revoking the proxy
in any other manner permitted by law.
A non-registered shareholder may revoke a form of proxy or VIF
given to an intermediary or Broadridge Investor Communications (or
any such other service company) at any time by submitting another
properly completed form of proxy or VIF, as the latest form of
proxy or VIF will automatically revoke any previous one already
submitted, or by written notice to the intermediary in accordance
with the instructions given to the non-registered shareholder by
its intermediary.
Based on information provided to TCI by each respective nominee,
none of TCI's nominees, nor any of their associates or affiliates,
has had any material interest, direct or indirect, in any
transaction since the commencement of CN's most recently completed
financial year or in any proposed transaction which has materially
affected or would materially affect CN or any of its
subsidiaries.
Based on information provided to TCI by each respective nominee,
none of TCI nor any member, partner, director or officer of TCI,
nor any of TCI's nominees, nor any associates or affiliates of the
foregoing, has any material interest, direct or indirect, by way of
beneficial ownership of securities or otherwise, in the matters
currently known to be acted upon at the Special Meeting, other than
in respect of TCI's ownership, control or direction of an aggregate
of 36,699,825 common shares of CN, and the removal of certain
incumbent directors and the election of the nominees as directors
of CN.
CN's registered office address is 935, rue de La Gauchetière
ouest, Montréal, Québec, Canada,
H3B 2M9. A copy of the Circular which contains the information
required in respect of each of TCI's nominees may be obtained on
CN's SEDAR profile at www.sedar.com.
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content:https://www.prnewswire.com/news-releases/tci-comments-on-ceo-search-process-and-reiterates-urgent-need-for-change-on-canadian-national-board-of-directors-301450412.html
SOURCE TCI Fund Management Limited