Christmas Day and Boxing Day are statutory holidays in Canada, meaning many businesses will be closed in the Toronto area.
Shoppers may want to stock up on groceries and liquor on Christmas Eve, as many stores won’t be back to normal hours until Dec. 27.
http://toronto.ctvnews.ca/what-s-open-in-toronto-on-christmas-day-and-boxing-day-1.2707577
Rail freight will move through on Chicago on Boxing Day. Hopefully any Canadian Club in transit will deliver by New Year's Eve.
Edit: Hit reply by mistake, please ignore. :)
wanswheel From NS website: Norfolk, Va. - Dec 23, 2015 Norfolk Southern Corporation (NYSE: NSC) (“the Company”) today announced that its board of directors has unanimously rejected Canadian Pacific’s (TSX:CP) (NYSE:CP) Dec. 16, 2015, publicly disclosed, revised proposal to acquire the Company for $32.86 in cash, a fixed exchange ratio of 0.451 shares in a new company that would own Canadian Pacific and Norfolk Southern, and 0.451 of a Contingent Value Right. The following is the text of the letter that was sent on Dec. 23, 2015, to Canadian Pacific’s Chief Executive Officer, E. Hunter Harrison, and its Chairman of the Board, Andrew F. Reardon. December 23, 2015 Mr. E. Hunter Harrison Chief Executive Officer Canadian Pacific Railway 7550 Ogden Dale Road S.E. Calgary, AB T2C 4X9 Canada Mr. Andrew F. Reardon Chairman of the Board Canadian Pacific Railway Dear Mr. Reardon and Mr. Harrison: The board of directors of Norfolk Southern has carefully reviewed your latest revised proposal, which you publicly disclosed on December 16, but have not otherwise communicated to us. That review was conducted with the assistance of our independent financial, legal and regulatory advisors. In its review, the board noted that the only change from your prior proposal was to include a Contingent Value Right (“CVR”). The board of Norfolk Southern has unanimously determined that your latest revised proposal is grossly inadequate, creates substantial regulatory risks and uncertainties that are highly unlikely to be overcome, and is not in the best interest of the Company and its shareholders. This would be the case even if the CVR had a value at the high end of the range suggested in your publicly filed presentation. In fact, our financial advisors believe that the CVR would trade at a significant discount. In addition, you have not addressed the significant regulatory issues that we have previously identified. We do not believe that your voting trust structure would be approved. As you know, our view reflects careful analysis by our regulatory experts and is fully supported by two former Surface Transportation Board (“STB”) Commissioners. You have a path to seek a declaratory order from the STB as to whether the voting trust structure that you proposed could work. The STB has clear, statutorily-established authority to issue declaratory orders to remove uncertainty, and there is precedent for it in the voting trust context. No involvement by Norfolk Southern is required for you to seek a declaratory order regarding the legality of putting Canadian Pacific into a voting trust under your proposed structure. Your decision not to seek an order shows a lack of confidence in your proposed structure. You continue to publicly declare that we are not “engaging” or “meeting” with you. There is no basis to meet until you both make a compelling offer and address the regulatory issues, which you have the ability to do by seeking a declaratory order. We also note your repeated public statements that you are not willing to increase your offer regardless of whether we were to meet. The Norfolk Southern board of directors is focused on protecting the interests of our shareholders. It would be inconsistent with the duties of the board to pursue a risky and uncertain offer that substantially undervalues the Company. Accordingly, the board of directors has unanimously rejected your latest revised proposal. Sincerely, Jim Squires Chairman, President and Chief Executive Officer Steven Leer Lead Director
On 22nd December, the Germans offered the Allies the opportunity to surrender, given that they were surrounded. But when it was taken to General McAuliffe, there was only one word that came to his mind, “nuts”! The message was passed onto the Germans, and helping them translate it, the messenger told them it meant “go to hell”!
The battle ensued and Allied troops held their ground for more than four days, until when the 4th Armored Division arrived, and helped to turn the battle in favour of the Allies.
https://www.warhistoryonline.com/war-articles/nuts-gen-mcauliffe-battle-bulge.html
General McAuliffe used fewer words.
Will Norfolk Southern be able to hold their ground?
And who will be the 4th Armored Division?
Great metaphor, by the way!
wanswheelExcerpt from Wall Street Journal, Dec. 21 http://blogs.wsj.com/moneybeat/2015/12/21/dealpolitik-norfolk-southern-foists-tough-choice-on-canadian-pacific/ Skirmishes over regulatory issues are typical in hostile deals. But what sets this situation apart is that the Surface Transportation Board has a process for resolving regulatory disputes by obtaining a declaratory order. In an unrelated proceeding, the board said it has “broad discretion to determine whether to issue a declaratory order,” in order “to terminate a controversy or remove uncertainty.” Norfolk Southern has challenged Canadian Pacific to obtain such an order. But Canadian Pacific said such a move isn’t necessary because it is confident regulators will bless the deal and that such a request would be seeking “special treatment.” It also said that the trust mechanism had been proposed in 144 other deals and been approved in all of them. However, this structure of the buyer being placed in trust and the CEO moving to the seller is innovative and arguably could make unwinding the deal more difficult. Canadian Pacific’s reluctance to seek a declaratory order could put it in a bind down the road if it asks Norfolk Southern’s shareholder to overrule, or replace, the company’s directors. Norfolk Southern likely will have spent five months arguing to shareholders that the regulatory obstacles are insurmountable and that Canadian Pacific had the opportunity to resolve the issue but chose not to do so. Canadian Pacific will be able to counter that regulatory approval is more likely with Norfolk Southern’s cooperation, which it can get if shareholders take action at the company’s 2016 annual meeting. But that may be putting too fine a point on the tactical issue for Norfolk Southern’s shareholders if no progress has been made on the regulatory front.
From the NS letter: " . . . your latest revised proposal, which you publicly disclosed on December 16, but have not otherwise communicated to us. . . .". Meaning, either "You're rude and impolite scoundrels", "You're sneaky, talking behind our backs", or even "You don't have the guts to talk to us directly" ?!?
As to Victrola1's analogy: Nah, it's overstating CP's position to compare it to the Nazis at Bastogne. Not to take anything away from Gen. MacAuliffe, but keep in mind the Battle of the Bulge was a last desperate attempt by the Nazi Army to break through the Allied lines to avoid the inevitable defeat. Which would have happened anyway, even if Bastogne had been overrun. The clearing weather enabled the Allied airpower to come into play, and other reinforcements - like George Patton's Third Army and 2nd Armored Division, "Hell on Wheels" - would have eventually blunted the Nazi attack and thrown back the then-defeated the Nazis anyway.* (My father was there as an infantryman in the 84th Infantry Division, the "Railsplitters" from Illinois, was wounded in that Battle, and awarded a Purple Heart.) EDIT: Note that this occurred right around this time of the year, 71 years ago.
Instead, this is more like what the caveman said when his wife worried about her mother being outside at night: "Why the heck should I care what happens to a saber-tooth tiger ?"
Prediction: This won't even be close. "Move along folks, nothing to see here (but CP's carcass on the ground)."
- Paul North.
*See: http://www.history.com/topics/world-war-ii/battle-of-the-bulge
https://en.wikipedia.org/wiki/84th_Division_(United_States)#World_War_II
http://www.ushmm.org/wlc/en/article.php?ModuleId=10006138
https://en.wikipedia.org/wiki/2nd_Armored_Division_(United_States)#Rhine_campaign
Following up on wanswheel's post of the NS letter (above):
I created charts on the changes in values (increase/ decrease) of CP vs. NSC stock share prices. ( https://www.google.com/finance?q=indexdjx:.dji,indexsp:.inx,indexnasdaq:.ixic# )
For the periods of 1 year back, 6 months back, Year-To-Date, 3 months back, and 1 month back, NSC significantly outperformed CP. Especially telling is the change in price since this merger silliness began, as depicted on the 3-months back graph - NSC + 13.8%, CP - 8.8% (EDIT): - a total change in value ("spread") of 22.6%, almost 1/4 of the value - while the Dow Jones Industrial Average increased by only 8.1%.* CP is ahead only on the outer extremes - the 5-year, 10-year, 5-day, and 1-day graphs.
*In effect, the market is saying that "Even with this merger talk, we don't think CP's future value is as good as NSC's."
All or almost all of NSC's senior management officers and directors own a substantial number of shares of NSC stock. Aside from their fiduciary duty to look out for the best interests of all of the other shareholders, they have their own money at risk - 'skin in the game', as the saying goes - and so they're literally putting their money where their mouths are. Note too that ther letter above was signed not only by Squires (the CEO), but also the Lead Director of the Board = the group that has direct oversight of Squires - and that the Board's decision was unanimous.
Seems like most folks here do not think kindly of EHH and they may be right.I think more than likely they are thinking with thier hearts and not thier heads.You love NSC why? Is it because they paint a few locomotives up in heritage colors or run a few steam trains,as the Eagles say "Get Over It".This is about the "MONEY" and thats all,forget about the shippers or the Chicago mess or even Mr Squires fear to converse with EHH as CSX did.In my opinion Squires is shaking in his boots and doesn't want to be near EHH,he should have met and at the very least got some kind of idea what was up the old dogs backside.EHH and Akman smell blood in the water and they are not likely to back down easily.This may work out badly for NSC to just blow them off,hell Akman may just sell his shares in CP and get his hedge fund buddies together and take over NSC and let EHH run it.That kind of takes the STB out of it and if I were working for the NSC, I would rather have another RR own me than a bunch of wall street brats in charge.I have no idea who owns what amount of stock,however in my 40 years in this industry I have never heard of Senior management "BUYING" substancial shares of stock,they were usually given to them by shareholders or awarded options to purchase at a later time.Point is they have no "skin in the game",this was given to them for performance per contract they may or may not have earned it but they never spent their own "Money" to actually buy it.In the end they will just get in line and cash out.This is very interesting and happening quite fast,i would not even guess which way this will unfold,but i don't think Mr Buffet will overpay for something he doesn't need,hell he is in the catbird seat and can just wait and pick off what he needs or could use(why buy the cow).Akman really isn't joined at the hip to CP he is using it as a cash cow and will bail when he believes the value is gone.What this has done has got a lot of money people taking notice and there it a bunch of cash laying around not doing much.
BILLIE, YOUR NEXT TO LAST SENTENCE EXPLAINS BEAUTIFULLY WHY MOST READERS OPPOSE THE MERGER. AKIMAN SEEMS TO THINK OF IMMEDIATE PROFITS. WHETHER WE LOVE NS OR NOT, SQUIRES SEEMS TO BE A BIT MORE CONCERNED WITH THE LONG-TERM HEALTH OF THE RAILROAD AND ITS CUSTOMERS.
daveklepper BILLIE, YOUR NEXT TO LAST SENTENCE EXPLAINS BEAUTIFULLY WHY MOST READERS OPPOSE THE MERGER. AKIMAN SEEMS TO THINK OF IMMEDIATE PROFITS. WHETHER WE LOVE NS OR NOT, SQUIRES SEEMS TO BE A BIT MORE CONCERNED WITH THE LONG-TERM HEALTH OF THE RAILROAD AND ITS CUSTOMERS.
It is true that there have been all too many individuals who felt no responsibility towards the holders of stock, but simply wanted to make a quick killing for themselves.
Johnny
PRR's dividend policy is a bad analogy, dividends continued to get paid even when railroad operations were losing money. It would appear, especially in the postwar period, that PRR's dividends were based in large part on the dividends it received from its one-third interest in Norfolk & Western.
Ackman reducing stake in drug company. Pershing Square results projected to be significantly worse in 2015 than in 2014.
http://www.usatoday.com/story/money/2016/01/01/bill-ackman-trims-valeant-stake/78177884/
Never too old to have a happy childhood!
Somehow this made the Trains "Top Ten" list of news stories for 2015, at No. 2:
http://trn.trains.com/news/news-wire/2015/12/30-top-ten
The write-up sounds like a PR flack for EHH and CP. Worse, how can a news story be in the top 10 when it hasn't even happened yet, and likely never will ?
One good part of the article is the "Thoroughbred Beaver" logo - LOL !
Paul_D_North_Jr Somehow this made the Trains "Top Ten" list of news stories for 2015, at No. 2: http://trn.trains.com/news/news-wire/2015/12/30-top-ten The write-up sounds like a PR flack for EHH and CP. Worse, how can a news story be in the top 10 when it hasn't even happened yet, and likely never will ? One good part of the article is the "Thoroughbred Beaver" logo - LOL ! - Paul North.
It has been said a camel is a horse designed by a committee.
Would a Thorughbred Beaver be an equine aquatic rodent designed by a hostile coporate takeover?
The level of journalistic expertise at Trains is well beyond that of any of us, PDN included. But attacking the messenger is the game here when posters have a personal hot button about something or someone, in this case EHH.
C&NW, CA&E, MILW, CGW and IC fan
Expertise doesn't always imply impartiality, though.
The opinions expressed here represent my own and not those of my employer, any other railroad, company, or person.
I must agree the Trains blurb is over the top, especially when it touts a merger as having "the potential to eliminate Chicago congestion." Not even EHH makes this claim. Some critics see a reduction of as little as 5 percent.
In any case, as much as I admire EHH -- whom I regard as working in tandem with, rather than in the service of, Bill Ackman -- I would hate to see CP-NS pull North American railroading out of shape.
To be brutal about it, who the hell cares about an Eastern U.S.-British Columbia hookup? I can see the benefit to CP, but not to the U.S. We've got our own western (and eastern) ports, and the railroads that serve them, to take care of -- and this can be done a lot better with UP-CSX and BNSF-NS than by a U.S.-Canadian marriage.
Let CP and CN get together, with EHH running both.
My personal feeling are the EHH is Ackmans puppet. Ackman knows the financial play he wants to make and he has EHH translate that into 'railroad speak'. EHH is doing nothing that hasn't been game planned by Ackman; Ackman cares more about Pershing Capital than he does about CP or any of the other business that Pershing Capital has significant monetary interests in.
I find it ironic that all the advocates of an unregulated, 19th century-style capitalism are now boo-hooing when it operates at full speed with regard to this proposed takeover.
schlimm I find it ironic that all the advocates of an unregulated, 19th century-style capitalism are now boo-hooing when it operates at full speed with regard to this proposed takeover.
-------
dakotafredWho would "all the advocates" be, besides straw men invented by a Democrat? And would all those advocates, even if real, be better or worse than the all-too-real crypto-socialists such as our Fearless Leader and his advocates on this forum?
Best answer.
Norm
dakotafred schlimm I find it ironic that all the advocates of an unregulated, 19th century-style capitalism are now boo-hooing when it operates at full speed with regard to this proposed takeover. Who would "all the advocates" be, besides straw men invented by a Democrat? And would all those advocates, even if real, be better or worse than the all-too-real crypto-socialists such as our Fearless Leader and his advocates on this forum?
Who would "all the advocates" be, besides straw men invented by a Democrat? And would all those advocates, even if real, be better or worse than the all-too-real crypto-socialists such as our Fearless Leader and his advocates on this forum?
I thought he was referring to people on this forum.
Norm48327 dakotafred Who would "all the advocates" be, besides straw men invented by a Democrat? And would all those advocates, even if real, be better or worse than the all-too-real crypto-socialists such as our Fearless Leader and his advocates on this forum? Best answer destined to wind up in a "Are posters driving you....." thread
dakotafred Who would "all the advocates" be, besides straw men invented by a Democrat? And would all those advocates, even if real, be better or worse than the all-too-real crypto-socialists such as our Fearless Leader and his advocates on this forum?
Best answer destined to wind up in a "Are posters driving you....." thread
Fixed your post...
"I Often Dream of Trains"-From the Album of the Same Name by Robyn Hitchcock
Industry organizations that represent major customers of Norfolk Southern Corp. have asked the Surface Transportation Board to reject Canadian Pacific's hostile takeover bid, according to the Reuters news agency.
http://www.progressiverailroading.com/norfolk_southern/news/Report-Shippers-express-concerns-over-CPNS-merger--46882
Victrola1Industry organizations that represent major customers of Norfolk Southern Corp. have asked the Surface Transportation Board to reject Canadian Pacific's hostile takeover bid, according to the Reuters news agency.
I guess federal regulation is desirable to all those anti-regulation types when it serves their non-free market goals with regard to CP.
schlimm Victrola1 Industry organizations that represent major customers of Norfolk Southern Corp. have asked the Surface Transportation Board to reject Canadian Pacific's hostile takeover bid, according to the Reuters news agency. I guess federal regulation is desirable to all those anti-regulation types when it serves their non-free market goals with regard to CP.
Victrola1 Industry organizations that represent major customers of Norfolk Southern Corp. have asked the Surface Transportation Board to reject Canadian Pacific's hostile takeover bid, according to the Reuters news agency.
Thanks to Chris / CopCarSS for my avatar.
Or the retired accountant, who often rode sleeper on LD trains while saying they should all be eliminated. Very inconsistent.
Emerson would roll over in his grave if he could read this forum.
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