OREANDA-NEWS. Canadian Pacific Railway Limited announced that its wholly owned subsidiary, Canadian Pacific Railway Company ("CP"), has commenced cash tender offers for up to USD 400,000,000 aggregate purchase price of its outstanding 7.125% Notes due 2031 (the "2031 Notes"), 9.450% Notes due 2021 (the "2021 Notes"), 5.950% Notes due 2037 (the "2037 Notes") and 5.750% Notes due 2033 (the "2033 Notes" and together with the 2031 Notes, 2021 Notes and 2037 Notes, the "Notes") on the terms and subject to the conditions set forth in its Offer to Purchase, dated June 5, 2014, and the related Letter of Transmittal.

The Total Consideration paid in the Offers for the Notes will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security (the "Reference Treasury Security") specified in the table above and in the Offer to Purchase. Holders of Notes that are validly tendered and not validly withdrawn at or before 5:00 p.m. on June 18, 2014 (the "Early Tender Date") and accepted for purchase will receive the applicable Total Consideration, which includes an early tender payment of USD 30.00 per USD 1,000 principal amount of the Notes accepted for purchase (the "Early Tender Payment").

Holders of Notes who validly tender their Notes after the Early Tender Date and at or before the Expiration Date will only receive the applicable Tender Offer Consideration per \\$1,000 principal amount of Notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Payment. Holders whose Notes are accepted for purchase pursuant to the Offers will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the applicable Settlement Date.

As set forth in the Offer to Purchase, the Offers are subject to a maximum aggregate purchase price in respect of Notes purchased of USD 400 million (the "Tender Cap") and the application of the acceptance priority levels set forth in the table above (the "Acceptance Priority Levels").  If the aggregate purchase price of Notes of any series tendered exceeds the amount of the Tender Cap available for application to the Acceptance Priority Level for such series of Notes then, if Notes of such series are accepted for purchase, such Notes will be accepted on a pro rata basis.