CP Board Demands Retraction of Pershing Square’s False Accusations

Sends Letter to William Ackman

CALGARY, April 27, 2012 /PRNewswire/ - Canadian Pacific (TSX: CP) (NYSE: CP) Chairman of the Board of Directors, John Cleghorn, today sent a letter to William Ackman. 

The full text of the letter is below:

27 April 2012

Dear Mr. Ackman:

Canadian Pacific's Board of Directors has publicly expressed its disappointment with the false accusations you made during interviews with the Business News Network and CBC News on Monday, April 23, 2012, that CP had intentionally manipulated its first quarter earnings by improperly not accruing for bonuses. 

Specifically, you said: "So effectively, by not accruing for bonuses, they made the operating ratio look about 100 basis points better" and, in your answer to yourself as to why, "The answer is, to make the quarter look better, in my opinion."  By making these statements, you called into question the integrity of CP, our Board of Directors, the Audit Committee of the Board of Directors, and the staff of CP who work on financial disclosure. 

We believe that this is totally unacceptable behavior for a prospective member of our Board of Directors.

You have already had more than enough time to retract your false accusations.  Our CFO, Kathryn McQuade,  made herself available, and spoke, to your representatives so there could be no uncertainty as to the inaccuracy of your statements.  Accruals for bonuses were properly made and recorded in full accordance with US GAAP and were appropriately disclosed in (1) CP's first quarter earnings release, (2) in the conference call comments by our CFO, and (3) in the MD&A in CP's quarterly report. This is consistent with CP's practice of transparent and proper communications with our shareholders and the public markets.

I could not put it better than Dick Kelly, Chairman, Canadian Pacific Board of Directors Audit Committee, who said in CP's public response to your false accusations: "It is outrageous for Mr. Ackman to make the accusations he did today on the Business News Network.  To put the Company's performance in a negative light, Mr. Ackman suggested that management deliberately distorted CP's financial results.  He attacks the competence of our Audit Committee, which approved our first quarter results."

We demand that you publicly retract your untrue accusations and offer your apology to the Company, our shareholders, our Board of Directors, our Audit Committee, and the dedicated employees whose integrity you called into question.

Yours truly,

(signed)

John E. Cleghorn
Chairman of the Board

CP recommends that shareholders vote FOR the continued forward momentum being carried about by the right management team under the supervision of the right Board.  To do so, vote FOR the election of the director nominees proposed by CP on the WHITE universal proxy.  In addition, shareholders are encouraged to visit www.CPonTrack.com to access the Company's Management Proxy Circular and for more information about CP, the CP management team and its value-generating Multi-Year Plan.

If you have any questions about the information contained in this document or require assistance in completing your WHITE universal proxy, please contact our proxy solicitation agents:

Note on Forward-Looking Information
This news release contains certain forward-looking information within the meaning of applicable securities laws relating, but not limited, to our operations, priorities and plans, anticipated financial performance, business prospects, planned capital expenditures, programs and strategies.  This forward-looking information also includes, but is not limited to, statements concerning expectations, beliefs, plans, goals, objectives, assumptions and statements about possible future events, conditions, and results of operations or performance.  Forward-looking information may contain statements with words such as "anticipate", "believe", "expect", "plan" or similar words suggesting future outcomes.

Undue reliance should not be placed on forward-looking information as actual results may differ materially from the forward-looking information.  Forward-looking information is not a guarantee of future performance.  By its nature, CP's forward-looking information involves numerous assumptions, inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking information, including but not limited to the following factors: changes in business strategies; general North American and global economic, credit and business conditions; risks in agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures; industry capacity; shifts in market demand; inflation; changes in laws and regulations, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; uncertainties of investigations, proceedings or other types of claims and litigation; labour disputes; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; effects of changes in market conditions and discount rates on the financial position of pension plans and investments, including long-term floating rate notes; and various events that could disrupt operations, including severe weather, droughts, floods, avalanches and earthquakes as well as security threats and governmental response to them, and technological changes.  The foregoing list of factors is not exhaustive.

These and other factors are detailed from time to time in reports filed by CP with securities regulators in Canada and the United States.  Reference should be made to "Management's Discussion and Analysis" in CP's annual and interim reports, Annual Information Form and Form 40-F.  Readers are cautioned not to place undue reliance on forward-looking information.  Forward-looking information is based on current expectations, estimates and projections and it is possible that predictions, forecasts, projections, and other forms of forward-looking information will not be achieved by CP.  Except as required by law, CP undertakes no obligation to update publicly or otherwise revise any forward-looking information, whether as a result of new information, future events or otherwise.

About Canadian Pacific
Canadian Pacific (TSX:CP)(NYSE:CP) operates a North American transcontinental railway providing freight transportation services, logistics solutions and supply chain expertise. Incorporating best-in-class technology and environmental practices, CP is re-defining itself as a modern 21st century transportation company built on safety, service reliability and operational efficiency. Visit www.CPonTrack.com and see how Canadian Pacific is further driving shareholder value.

SOURCE Canadian Pacific

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