OREANDA-NEWS. CN has been notified of an unsolicited mini-tender offer made by TRC Capital Corporation ("TRC Capital") to purchase up to 2,000,000 CN common shares, or approximately 0.25 per cent of the common shares outstanding, at a price of CAD 70.38 per share in cash.  CN does not endorse this unsolicited mini-tender offer and recommends that shareholders reject the offer and do not tender their shares in response to the offer.

Shareholders are cautioned that the mini-tender offer has been made at a price below market, representing a discount of 4.39% and 4.61%, respectively, to the closing prices of CN common shares on the Toronto Stock Exchange and New York Stock Exchange on July 7, 2015, the last trading day before the mini-tender offer was commenced.  In addition, the offer is highly conditional.  TRC Capital's offer states that it may terminate the offer if, among other things, the market price of CN shares declines since the close of business on July 7, 2015.

CN is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.  The TRC Capital mini-tender offer is also not related to CN's own previously announced plans to repurchase up to 28 million of its own shares by the end of 2015, which is being effected through the Toronto Stock Exchange's normal course issuer bid rules.

TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies.  Mini-tender offers are designed to seek less than 5% of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements applicable to most bids under Canadian and United States securities legislation.