comments on Canadian Pacific's non-binding shareholder proposal

[NS Newsfeed]

NORFOLK, Va., Feb. 9, 2016 – Norfolk Southern Corporation (NYSE: NSC) today issued the following statement regarding the non-binding shareholder proposal submitted by Canadian Pacific (TSX: CP) (NYSE: CP):



CP has proposed a non-binding resolution that NS should have discussions with CP regarding a business combination. NS has already met with CP and publicly provided clear detail regarding the NS Board's concerns. While CP continues to publicly declare that NS should "talk to CP about a potential combination," we believe further discussions are not in the best interests of NS shareholders unless CP offers NS shareholders compelling value and addresses the regulatory issues inherent in its proposal.



The NS Board carefully considered and unanimously rejected each of CP's three unsolicited acquisition proposals, after it determined that each was grossly inadequate and would face substantial regulatory risks and uncertainties that CP would be highly unlikely to overcome. Notably, CP has not addressed the NS Board's concerns, nor sought a declaratory order from the Surface Transportation Board that would provide clarity regarding the likelihood of regulatory approval of its voting trust structure.



The NS team remains focused on executing our plan to reduce costs, drive profitability and enhance value for all NS shareholders. We believe the interests of NS shareholders are best served by the continued execution of our strategic plan.



Morgan Stanley & Co. LLC and Bank of America Merrill Lynch are acting as financial advisors to Norfolk Southern Corporation and Skadden, Arps, Slate, Meagher & Flom LLP, Hunton & Williams LLP and Morrison & Foerster LLP are acting as legal advisors.



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