CN Announces New Share Repurchase Program
OREANDA-NEWS. CN (TSX: CNR) (NYSE: CNI) announced that its Board of Directors has approved a new share repurchase program, and a two-for-one stock split of the Company's common shares outstanding. The Board has also approved a fourth-quarter 2013 cash dividend.
The new share repurchase program will be a normal-course-issuer bid to purchase, for cancellation, up to 15 million common shares before adjusting for the stock split, representing approximately 4.1 per cent of the common shares issued and outstanding of the Company not held by insiders on Oct. 15, 2013. On that date 417,992,780 CN common shares were issued and outstanding.
CN repurchased 14.7 million common shares under its share repurchase program announced in October 2012, at a weighted-average price of CAD 95.35 per share, excluding brokerage fees, returning CAD 1.4 billion to shareholders.
The new repurchase program - starting on Oct. 29, 2013, and ending no later than Oct. 23, 2014 - will be conducted through a combination of discretionary transactions and automatic repurchase plan through the facilities of the Toronto and New York stock exchanges, or alternative trading systems, if eligible, and will conform to their regulations. Toronto Stock Exchange (TSX) rules will permit CN to purchase daily, through TSX facilities, a maximum of 164,267 common shares under the Company's new repurchase program. Purchases under the normal-course-issuer bid will be made by means of open market transactions or such other means as the TSX or a securities regulatory authority may permit and under applicable law, including private agreements under issuer bid exemption orders issued by a securities regulatory authority in Canada.
The price to be paid by CN for any common shares will be the market price at the time of acquisition, plus brokerage fees, and purchases made under an issuer bid exemption order will be at a discount to the prevailing market price as per the terms of the orders.
CN's management and Board of Directors believe that the repurchase by the Company of its shares represents an appropriate use of its funds.
The two-for-one stock split will take the form of a stock dividend. Shareholders will receive one additional common share of CN for each common share held. The stock dividend will be payable on Nov. 29, 2013, to shareholders of record at the close of business on Nov. 15, 2013.
The stock split will have no tax consequences in Canada or the United States, and will not dilute shareholders' equity. All equity-based benefit plans will be adjusted to reflect the issuance of additional shares or options due to the declaration of the stock split. All share and per share data for future periods will also reflect the stock split when it becomes effective.
Luc Jobin, CN executive vice-president and chief financial officer, said: “In addition to significant investments in the business and increasing cash dividends over the years, CN has returned approximately CAD 4.8 billion to shareholders through share repurchases since 2010. This new share repurchase program and stock split attest to CN's continued confidence in the growth of the Company and commitment to create shareholder value while maintaining a strong balance sheet.”
CN also announced today that its Board of Directors has approved a fourth-quarter 2013 dividend on the Company's common shares outstanding. A quarterly dividend of twenty-one and one-half cents (CAD 0.215) per common share, post split, will be paid on Dec. 31, 2013, to shareholders of record at the close of business on Dec. 10, 2013.
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