24 January 2012

Pershing Square Announces Nominees for Election to the Board of Directors of Canadian Pacific Railway

New York New York USA - Pershing Square Capital Management, L.P. today announced its slate of five directors for election to the Board of Canadian Pacific Railway Limited at Canadian Pacific's annual meeting of shareholders on 17 May 2012.
 
Pershing Square's nominees, who will be proposed at the annual meeting of Canadian Pacific shareholders, are:  Bill Ackman, Gary F. Colter, Paul C. Hilal, Rebecca MacDonald, and Dr. Anthony R. Melman. Together they will add the experience and skills required to return Canada's most historic railroad to a position of leadership in the railroad industry.
 
Commenting on the decision to offer a slate of seasoned business executives to strengthen the Board, Pershing Square CEO Bill Ackman said, "We've assembled a superlative slate of nominees who share our goal of ensuring that the Canadian Pacific remains independent and strong. With a revitalized board and new management, we will help CP transform from the worst to one of the best performing Class I railroads in North America."
 
The Canadian business executives, MacDonald, Melman, and Colter bring a wealth of experience leading important national enterprises as well as serving as directors of leading charities and non-profit organizations. Each has broad and deep Canadian experience, both as executives and directors. Each of these executives is also independent of Pershing Square, with no prior business or personal relationship with Pershing Square or Ackman.
 
Ackman added, "We believe Canadian Pacific has a unique opportunity to benefit from the leadership of one of Canada's great railroad executives, Hunter Harrison. As transportation experts and analysts have said in recent days, there is no executive who is as qualified to lead a turnaround of CP, to build value for shareholders, and to improve performance for the hundreds of Canadian clients and communities it serves."
 
Commenting on being offered an opportunity to rebuild and renew a second Canadian railway, Harrison said, "I've been a railroader since I was 19 years old. I love the industry, the people in it, its culture, and the role we play in connecting customers and communities. I'm proud of the work we did at CN, and the positive impact that improving its performance had on shareholders, employees, customers, and Canada. The great majority of Canadian Pacific's employees are extremely talented and dedicated. With the right board and executive leadership, I believe Canadian Pacific can achieve just as dramatic a turnaround and enjoy its rightful position as a leader in the North American rail industry. Together, we can transform CP into the railroad its customers, employees, and shareholders deserve. I would be proud to help lead CP to that victory. Should the Board determine that I am the best candidate to lead the company, I would be honoured to serve."
 
Biographies of Pershing Square Nominees
 
Information regarding Pershing Square's five nominees for the Canadian Pacific Board of Directors is set forth below:
 
Bill Ackman, 45, is the founder and Chief Executive Officer of Pershing Square Capital Management, L.P., an investment advisor with $10 billion of assets under management, founded in 2003 and registered with the United States Securities and Exchange Commission. Investors in Pershing Square's managed funds include university endowments, public and private U.S., Canadian, and European pension funds, individuals, charitable foundations, and sovereign wealth funds. Ackman is a director of the J.C. Penney Company, Inc., Chairman of the Board of The Howard Hughes Corporation, and a director of Justice Holdings Ltd. Ackman is a member of the Board of Dean's Advisors of the Harvard Business School and a Trustee of the Pershing Square Foundation, which has made more than $130 million in grants towards inner city education, global health care delivery, poverty alleviation, human rights, venture philanthropy, urban planning, and the arts. Ackman received an M.B.A. from Harvard Business School and a Bachelor of Arts magna cum laude from Harvard College.
 
Gary F. Colter, 66, is the President of CRS Inc., a corporate restructuring, strategic and management consulting company which he founded in 2002. Previously, Mr. Colter spent 34 years with KPMG Canada and its predecessor firm Peat Marwick Limited, where he was a Partner for 27 years, holding various senior positions, including Vice Chairman of Financial Advisory Services and a member of the Management Committee from 1989 to 1998. From 1998 to 2000, Mr. Colter was Global Managing Partner of Financial Advisory Services and a member of a then-new International Executive Team for KPMG International. In 2002, he retired as Vice Chairman of KPMG Canada. Since 2002, Colter has been a director of Owens-Illinois Inc., the largest manufacturer of glass bottles in the world, where he serves on the Governance and Audit Committees and previously chaired the Audit Committee for over six years. In 2003, he joined the board of Canadian Imperial Bank of Commerce where he chairs the Governance Committee and serves on the Audit Committee. He previously served on the Compensation Committee and Chaired the Audit Committee of CIBC for over five years and the Risk Committee for one year. In 2004, Colter joined the board of Core-Mark Holding Company, Inc., a leading North American manufacturer of fresh and broad line supply solutions to the convenience retail industry. Mr. Colter is Chair of the Governance Committee and serves on the Audit Committee. He previously chaired the Compensation Committee for over three years. In 2005, he joined the board of Retirement Residences REIT, a company that provides accommodation, care, and services for seniors. In 2007, the company was purchased by Public Service Pension Investment Board and changed its name to Revera Inc. Colter is Chair of Revera's Audit Committee and serves on the Governance Committee. From 2003 to 2006, Colter was a director of Saskatchewan Wheat Pool Inc., now Viterra Inc., and chaired the company's Audit Committee and was a member of the Strategic and Business Planning Committee. Mr. Colter has a B.A. (Honours) in Business Administration from the Ivey Business School of the University of Western Ontario, and is a Fellow Chartered Accountant.
 
Paul C. Hilal, 45, is a Partner at Pershing Square, which he joined in 2006. From 2002 to 2005, he was the Managing Partner of Caliber Capital Management, LP. From 1998 to 2001, he ran the information technology sector investment program at Hilal Capital Management. From 1992 to 1997, Hilal was a Principal at Broadview Associates, providing mergers and acquisitions advisory services to information technology companies. From 1999 to 2000, Hilal served as the Chairman of the Board and Interim Chief Executive Officer of Worldtalk Communications Corporation. He served as a director of Ceridian Corporation in 2007, prior to its sale to the Thomas H. Lee Company. Hilal received an A.B. degree in Biochemistry from Harvard College in 1988, a J.D. from Columbia University School of Law in 1992, and an M.B.A. from Columbia University School of Business in 1992.
 
Rebecca MacDonald, 58, is a founder and current Executive Chair of Just Energy Group Inc., a Toronto-based independent marketer of deregulated gas and electricity, with annual sales of $3 billion. Just Energy currently supplies more than 3.5 million customers across Canada and the United States, having signed its first customer in 1997. She has been a director of Just Energy since 2001 and has held the position of Executive Chair since 2007. In 1989, she founded Energy Marketing Inc., the first company which targeted small customers under Canadian natural gas deregulation, which she subsequently sold. Following the sale of that business, in 1995 she founded another company which aggregated customers within the U.K. natural gas deregulation, which was also sold. Ms. MacDonald served as President and Chief Executive Officer of Just Energy prior to becoming Executive Chair in 2007. MacDonald is a member of the Board of Governors of the Royal Ontario Museum. She founded the Rebecca MacDonald Centre for Arthritis and Autoimmune Disease at Mount Sinai Hospital in Toronto. She is Vice-Chair of the Board of Directors of Mount Sinai Hospital. Previously, she was a director of the Arthritis Society. In 2002, MacDonald received the Rotman Canadian Woman Entrepreneur of the Year Lifetime Achievement Award. That same year, the University of Toronto, Rotman School of Business named her Canadian Woman Entrepreneur of the Year for 2002. She was also named the top woman chief executive officer for each year from 2003 to 2009 by Profit Magazine. She was named Ontario Entrepreneur of the Year by Ernst & Young in 2003. In 2009, Ms. MacDonald received the Canadian Horatio Alger Award for demonstrated community leadership. She received an honorary degree from the University of Victoria in 2002.
 
Dr. Anthony R. Melman, 64, is Chairman and Chief Executive Officer of Nevele Inc., providing strategic business and financial advice to a wide range of businesses. Previously, Dr. Melman was a Managing Director (until 2006) and a Special Advisor, Strategic Acquisitions (2006-07) at Onex Corporation, which he joined as a Partner and Vice President at its inception in 1984. At Onex, Dr. Melman led or participated in the company's bids for Labatt and Air Canada, and the acquisitions of Sky Chefs Inc., Beatrice Canada and electronics maker Celestica Inc., IBM's manufacturing arm. Together with Celestica's management team he developed Celestica from a single-facility manufacturing operation in Toronto with under US$1 billion in annualized sales in 1996, to a global public company listed on both the New York and Toronto Stock Exchanges with over US$10 billion in sales by 2001. Prior to joining Onex, Dr. Melman served as a Senior Vice President of the Canadian Imperial Bank of Commerce in charge of worldwide merchant banking, project financing, acquisitions and other specialized financing activities. Since 2010, Dr. Melman has served as a director and Chair of the Budget and Finance Committee of the Ontario Lottery and Gaming Corporation. He is a past director of Celestica Inc., ProSource Inc. and the University of Toronto Asset Management Corporation. He is Chair of The Baycrest Centre for Geriatric Care, one of the world's premier academic health sciences centres focused on aging, and is a director of the Baycrest Centre Foundation, serving as Chair of its Governance and Management Resources Committees. He is also the former Chair of the Childhood Cancer Charitable Council of the Pediatric Oncology Group of Ontario (POGO) and a member of the Board of Governors of Mount Sinai Hospital. In 2011, Dr. Melman was appointed Chair of the Board of Directors of Cogniciti Inc., a for-profit joint venture created by Baycrest and MaRS Discovery District, an organization that helps science, technology and social entrepreneurs build their companies. Dr. Melman was born in Johannesburg, South Africa, and is a Canadian citizen. He holds a Bachelor of Science degree in Chemical Engineering from the University of the Witwatersrand, a M.B.A. degree (Gold Medalist) from the University of Cape Town, and a Ph.D. in Finance from the University of the Witwatersrand.
 
Biography of Hunter Harrison
 
Information regarding Hunter Harrison is set forth below:
 
Hunter Harrison, 67, served as the President and Chief Executive Officer of Canadian National Railway Company from 1 Jan 2003 to 31 Dec 2009 and as Executive Vice President and Chief Operating Officer from 26 Mar 1998 to 31 Dec 2002. Harrison served on CN's board of directors from December 1999 until December 2009. Prior to joining CN, Harrison served as President and Chief Executive Officer of Illinois Central Corporation and Illinois Central Railroad Company from 1993 to 1998, and as a director of IC and ICRR from 1993 to 1998. At IC and ICRR, Harrison first held the position of Vice-President and Chief Operating Officer in 1989, becoming Senior Vice-President Transportation in 1991, Senior Vice-President Operations in 1992, and President and Chief Executive Officer the following year. His railroad career began nearly five decades ago in 1963 when he joined the Frisco (St. Louis-San Francisco) Railroad as a carman-oiler in Memphis, while still attending school. He advanced through positions of increasing responsibility in the operations function, first with the Frisco, then with Burlington Northern after it acquired the Frisco in 1980. Before moving to IC and ICRR in 1989, Harrison served as Burlington Northern's Vice-President Transportation and Vice-President Service Design. Harrison currently serves or has served as a director on several railway companies and industry associations, including The Belt Railway of Chicago, Wabash National Corporation, The American Association of Railroads, Terminal Railway, TTX Company, Canadian National Railway Company, Illinois Central Corp., and Illinois Central Railroad Company. Harrison has received numerous accolades, including North America's Railroader of the Year by Railway Age magazine in 2002, and CEO of the Year by the Globe and Mail's Report on Business magazine in 2007.