CANADIAN PACIFIC PLANS SHAREHOLDER MEETING FOR REORGANIZATION
Canadian Pacific Ltd.'s board of directors has confirmed a special meeting of shareholders on Sept. 26 in Calgary to approve the corporation's plan of arrangement would reorganize CPL's units into five public companies.
Under the plan, for every CPL common share, a shareholder would receive:
* 0.25 of a common share in new CP Ships, the current ocean container shipping division.
* 0.50 of a common share in new Canadian Pacific Railway, the rail and intermodal freight unit.
* 0.684 of a common share in the new PanCanadian, an energy company active in the exploration, development, production and marketing of natural gas, crude oil, natural gas liquids and electricity.
* 0.166 of a common share in Fording, Canada's largest producer of export coal.
* 0.25 of a common share in Fairmont Hotels & Resorts Inc.
Stockholders would also receive a check for any fractional interest in those shares.
Subject to shareholder approval, a favorable Canadian tax ruling, certain other consents and approvals, CPL expects the plan of arrangement to take effect on or about Oct. 1.
CPL has received conditional approval from the Toronto Stock Exchange to list the common shares of the five public companies. The corporation also expects the New York Stock Exchange to provide conditional approval in the next few weeks to list the companies on the NYSE.
The new CP Ships, which serves the transatlantic, Australasian, Latin American and Asian markets under six brand names — Australia New Zealand Direct Line, Canada Maritime, Cast, Contship Containerlines, Lykes Lines and TMM Lines — will have about 79.1 million common shares outstanding.
Pro forma figures released by CPL show CP Ships with Can $1.79 billion ($1.17 billion) in assets and net income for the first half of 2001 at Can $55 million ($36 million), compared to Can $54 million for the-year-earlier period.
The new CP Ships expects to pay an initial quarterly dividend of about Can 4 cents per share. The company's existing executive officers would remain in place, including Ray Miles and chief executive officer.
Canadian Pacific will have about 158.2 million common shares issued and outstanding following the reorganization.
Pro forma results show Can $8.99 billion ($5.88 billion) in assets and first half net income of Can $149.7 million ($97.9 million), compared to Can $168.9 million for the year-earlier period.
The new Canadian Pacific expects to pay an initial quarterly dividend of about Can 13 cents per common share. Key management would also largely remain in place, including R.J. Ritchie as president and chief executive officer.
PanCanadian would be the largest public company to arise from the split, with 254.4 million outstanding shares and 9.73 billion in pro forma assets. The unit expects pay a special dividend of about Can $4.60 ($3.01) per share to PanCanadian shareholders, including CPL, prior to completion of the arrangement.