‘Meaningfully increase’ offer and we’ll talk, Norfolk Southern tells CP Rail

Norfolk Southern Corp. says it might be prepared to sit down with Canadian Pacific Railway Ltd. to go over its takeover proposal, but only if it were “to meaningfully increase the consideration it’s offering.”

In the meantime, the Virginia-based railway is urging its shareholders to vote against CP’s attempt to pressure its board into entering “good faith discussions” about the offer.

In instructions delivered to employees, Norfolk Southern CEO Jim Squires urges workers who hold shares to reject a CP resolution that’ll be brought forward at the company’s annual meeting, scheduled for May 12.

The CP resolution calls on shareholders to ask Norfolk Southern’s board of directors to “promptly participate in good faith discussions” regarding CP’s offer, which has been repeatedly rejected.

“We believe that by rejecting the CP proposal, shareholders will be sending a definite message to CP that Norfolk Southern shareholders support greater value from CP,” the company said in a proxy statement.

It added it would also like to see U.S. regulators indicate that they’re likely to approve a proposed voting trust.

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