TCI comments on CN Railway CEO resignation
LONDON, October 19, 2021 / PRNewswire / – Long-term shareholders CIFF Capital UK LP and The Children’s Investment Master Fund, acting through their investment manager TCI Fund Management Limited (CIFF Capital UK LP, The Children’s Investment Master Fund and TCI Fund Management Limited, together , “TCI”), comments on the resignation of the CEO of Canadian National Railway Company (TSX: CNR) (NYSE: CNI) (“CN” or “the Company”), JJ Ruest.
âWe appreciate that CN’s board of directors listens to the concerns of its shareholders, recognizes that this has created a problem for the company and is following TCI’s advice to implement the change. Removing the same CEO that the board put in place just three years ago is a good start, but it does not solve the fundamental problem of lack of leadership, failure of strategic oversight and lack of expertise. operational at board level. failure of corporate governance and puts the future of the company at risk. The good news is that TCI has a clear plan and the right people are available now to fix it, âsaid Chris Hohn, founder and portfolio manager of TCI.
âThis announcement is a clear admission by the Board of Directors that a change is needed, and we are here to help make this needed change as quickly as possible. We have already identified an excellent CEO candidate in Jim Vena, who is available now, and we encourage Council to meet with him immediately to provide leadership. In addition, to resolve the governance crisis that the board has created for itself, the board should meet with the four independent nominees that TCI has proposed and expedite their appointment to the board, effective immediately. We also expect that, given the history of failed CEO appointments, the board would welcome the advice, expertise and participation of TCI’s nominees on the search committee. As the Council demonstrated with this announcement, change cannot wait. “
About CEO Jim Vena
Mr. Vena has proven himself for over 40 years as an exceptional rail operator. He spent 40 years with CN, where he started as a unionized employee in 1976 and worked his way up to Chief Operating Officer from 2013 until his retirement in 2016. Most recently, during his 2.5 years As Chief Operating Officer and Senior Advisor to the President of Union Pacific, Mr. Vena significantly improved the operations, service, efficiency and profitability of the company, resulting in a 650 basis point improvement in the operating ratio, 1.4 billion US dollars in efficiency savings and the best service measures in the company’s history. Mr. Vena is a Canadian citizen who grew up in Jasper, Alberta.
Read TCI’s strategic plan to strengthen CN’s governance, leadership and network, as well as independent and highly qualified candidates for the Board of Directors at www.CNBackOnTrack.com.
Kingsdale Advisors acts as a strategic shareholder and communications advisor to TCI. ASC Advisors acts as communications advisor to TCI. Allen McDonald Swartz LLP, Fasken Martineau DuMoulin LLP and Schulte Roth & Zabel LLP are acting as legal advisers to TCI.
About TCI Fund Management
Founded in 2003 by Sir Christopher Hohn, TCI Fund Management Limited, the investment manager of CIFF Capital UK LP and The Children’s Investment Master Fund, is a value-driven fundamental investor investing globally in strong companies endowed with sustainable competitive advantages. Using a private equity approach, TCI Fund Management Limited conducts in-depth fundamental research, engages constructively with management and takes a long-term investment horizon. For more information on TCI Fund Management Limited and its ESG policy, visit www.tcifund.com/ESG. TCI Fund Management Limited is authorized and regulated by the Financial Conduct Authority.
TCI has been a shareholder of CN since 2018. TCI currently owns over 5% of the outstanding shares (valued at US $ 4.3 billion) and is committed to the long-term success of CN.
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Information in support of the solicitation for public disclosure
Shareholders are not being asked at this time to execute a proxy in favor of TCI’s nominees for election to the board or any other resolution set out in TCI’s request for the special meeting. In connection with the special meeting, TCI filed a preliminary information circular dated September 27, 2021 (the âCircularâ) and intends to issue a supplement or amendment and update thereto (the âTCI Final Circularâ) containing additional information regarding TCI’s proposals, as well as additional details regarding the completion and return of proxy forms and Voting Information Forms (âVIFâ) to be provided by TCI for use at the Special Meeting.
This press release and any solicitation made by TCI prior to the Special Meeting is or will be, as the case may be, made by TCI and not by or on behalf of CN management.
CN shareholders are not being asked to sign proxies for TCI nominees (with respect to the special meeting) or any other resolution set out in the request at this time. TCI intends to do its solicitation primarily by mail, but proxies may also be solicited personally by telephone, email or other electronic means, as well as by advertising in newspapers or other media or in person, by TCI, certain its members, partners, directors, officers and employees, TCI nominees or TCI agents, including Kingsdale Advisors, who has been retained by TCI as strategic advisor to shareholders and proxy solicitor. Under the agreement between Kingsdale Advisors and TCI Fund Management Limited, Kingsdale Advisors will receive fees of up to $ 3.5 million, plus the usual charges for each call to or from CN shareholders, and will be reimbursed certain reimbursable charges, all such charges to be borne by TCI. In addition, TCI may solicit proxies based on the public release exemption from the solicitation requirements under applicable Canadian corporate and securities laws, by public release, including a press release, a speech or publication, and in any other manner permitted by applicable Canadian law. . All members, partners, directors, officers or employees of TCI and their affiliates or other persons who solicit proxies on behalf of TCI will do so without additional remuneration. Costs incurred in preparing and sending TCI’s Circular and Final Circular, as well as the solicitation of proxies by TCI will be borne by TCI, provided that, subject to applicable law, TCI may request reimbursement to CN for out-of-pocket expenses, including proxy solicitation fees and legal fees, incurred in connection with a successful board replenishment.
A registered CN shareholder who has given a proxy may revoke the proxy at any time prior to its use by:
(a) deposit an instrument or written deed revoking the power of attorney, signed or, in Quebec, signed by such registered shareholder or by his or her authorized personal representative in writing or by electronic signature or, if the registered shareholder is a corporation, by a duly authorized officer or agent, either: (i) at CN head office in all time up to and including the last working day preceding the day of the extraordinary meeting or of any postponement or adjournment thereof, at 935, rue de La GauchetiÃ¨re Ouest, Montreal, Quebec, Canada, H3B 2M9; or (ii) with the chairman of the Extraordinary Meeting before the start of the Extraordinary Meeting on the day of the Extraordinary Meeting or of any postponement or adjournment thereof; Where
(b) revoke the power of attorney in any other manner permitted by law.
A non-registered shareholder may revoke a form of proxy or VIF given to an intermediary or Broadridge Investor Communications (or any other service company) at any time by submitting another completed form of proxy or VIF, as the last proxy form or VIF will automatically revoke any precedent already filed, or by written notification to the intermediary in accordance with the instructions given to the non-registered shareholder through him.
According to the information provided to TCI by each respective candidate, none of the TCI candidates, nor any of their associates or affiliates, has had a material interest, direct or indirect, in any transaction since the beginning of the last closed financial year. of CN or in any proposed transaction that has had or would have a material effect on CN or any of its subsidiaries.
Based on the information provided to TCI by each respective candidate, none of TCI nor any member, partner, director or officer of TCI, nor any of the candidates of TCI, nor any associate or affiliate of the foregoing, has any material interest, direct or indirect, by beneficial ownership of securities or otherwise, in the matters presently known to be transacted at the special meeting, except with respect to the ownership, control or direction of TCI of a total of 36,699,825 CN common shares, and the removal of certain incumbent directors and the election of nominees for the positions of CN directors.
The address of CN’s head office is 935, rue de La GauchetiÃ¨re Ouest, Montreal, Quebec, Canada, H3B 2M9. A copy of the Circular which contains the required information with respect to each of TCI’s nominees can be obtained on CN’s SEDAR profile at www.sedar.com.
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SOURCE TCI Fund Management Limited