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Canadian Pacific Norfolk Southern Merger

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Posted by Murphy Siding on Thursday, January 21, 2016 12:56 PM

BaltACD
 
schlimm
BaltACD
oltmannd
Ulrich
oltmannd
tree68
Victrola1

MOM!  They aren't playing fair!  I'm supposed to win!

I really don't get what CP is doing.  You'd think before they set sail on this venture, that they's have lined up their alllies.  Some shippers who would like their version of reciprocal switching.  Some politicians who's folk might be "winners" in the transaction.  Some considered positive opinions about STB outcomes.  And, at least a feel for what their peers might and might not do.

It's turning out they have exactly zero except for their sales pitch - and it's wonderfully devoid of actionable detail.  

Are they serious?

Good points Oltmannd, perhaps before they set sail on this venture they weren't expecting such strong headwinds. But I tend to agree, they should have lined up their allies in this and made some friends in the backrooms of Washington who would come out in support of such a merger. Maybe they purposely didn't, hoping that allies would materialize on their own  with the public announcement.

...and what have they been busy doing?  Writing white papers!  Yet another one...

http://www.cpr.ca/en/investors/cp-ns-combination-will-ease-congestion-in-key-chicago-rail-hub

with only a tiny bit more meat on it.  (I like the part where they say they can't figure out the interline merger benefits because they don't have access to NS's data.  That made me laugh!)

 

If you can't impress them with your 'brilliance'; baffle them with you bovine excrement and pile it on.

And if you cannot make a rational argument, pile on the nonsense or whatever your favorite childish euphemism is.

 

CP's assertions have all the force and effect of a political campaign speech and the nebulous promises they deliver.  BS is BS no matter the form or fourm it is presented in.

 

If we're discussing our take on the proceedings, then we have to allow that some folks see it differently than others.  Maybe in the objective world, things like this would be limited to making 'rational' arguments only. To me, that's narrowing it down to euclid terms, where you can offer your idea of 'rational' over and over until the cows come home and ask you to stop. As it's subjective, I feel it's quite realistic to suggest that it's BS if that's how you feel.

     I agree with BaltACD.  From what I've read from the CP camp, it is both walking like a duck and quacking like a duck.  Rationally, I suppose we'll have to wait and see if it flies like a duck to be sure.

Thanks to Chris / CopCarSS for my avatar.

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Posted by Electroliner 1935 on Thursday, January 21, 2016 3:14 PM

Do I see the shotguns being loaded. Its not duck season is it?

 

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Posted by schlimm on Thursday, January 21, 2016 4:50 PM

CJtrainguy

 

 
schlimm

As I have said for years, I don't like EHH's ways.  But the CP, by the commonly used financial (and rail) metrics. is a more efficiently run business operation than NSC or CSX.

 

 

 

 

Is it truly more efficiently run or is it run to maximize profits pulled out this quarter by creating an unsustainable future?

 

Those metrics have been there many quarters.  Same was true when he was with CNR.  It's capitalism.   

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Posted by caldreamer on Thursday, January 21, 2016 4:59 PM

If you look at the maps, the better alternatives to CP taking over NS would be BNSF or UP getting NS and the other getting the one that is left.  The reasoning beingthe connections to the two eastern roads outside of the Chicago area would DEFINATLY aleviate a lot of the congestion.  Memphis, St Louis and Kansas City are three of the cities citie where trains moving east or west could run through to help unclog the Chicago bottleneck

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Posted by dakotafred on Thursday, January 21, 2016 8:20 PM

Today's statement by CP -- see Newswire -- sounds like Hunter is throwing in the towel. Can't say I'm sorry. While I greatly admire EHH, and it looks like NS really needs to pull up its socks -- to borrow a favorite phrase of John Kneiling's -- I don't think we want Canada poaching another U.S. railroad, to the possible advantage of Vancouver over U.S. ports and with long hauls to CP and CN rather than to UP and BNSF.

In addition, as a North Dakota resident, I can't forgive or forget all of Canada's monkey wrenching of water projects down here. (Obama's veto of XL, while stupid, for the wrong reasons, is appropriate payback.) Scroom.

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Posted by wanswheel on Thursday, January 21, 2016 10:05 PM
Excerpt from transcript of Canadian Pacific conference call, Jan. 21
 
Thomas Wadewitz (Analyst - UBS): Yes, good morning. I wanted to see if you could give some comments on productivity and headcount. I guess when you've had the strong improvement over the last couple years and certainly a lot of improvement in 2015 in operating metrics and then big reductions in headcount, everything kind of moving the right way in terms of the productivity. How much further is there to go in 2016? I don't know if that's kind of a -- maybe a velocity comment. But also headcount if you look sequentially, where we are in the fourth quarter, how much more that can go down when you look into 2016?
 
Hunter Harrison (CEO): Tom, let me make some comments on that and then Keith maybe can add to it if he would choose. There are -- if you go back once again where we started with the proxy contest we've taken I think between 6000 and 7000 people out of the count, which has been predominantly done -- a high percentage in the high 90s through attrition because we typically have an older workforce. And I think with the -- some of the operating initiatives that Keith mentioned earlier, we feel like that through some productivity gains and efficiencies, there are probably close to 1000 additional heads to come out potentially in 2016. So there's still room there. There is still more to accomplish.
BC2
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Posted by BC2 on Friday, January 22, 2016 1:13 PM

I believe the deal is dead. CP's stock has surged since their last conference call because investors are under the impression that they will give up on NS. The quote below indicates the sentiment of the investment community:

Letting go of Norfolk Southern would benefit Canadian Pacific stock by turning executives’ attention squarely toward running their railroad, wrote National Bank Financial’s Cameron Doerksen.

“Our fear is that CP management is consuming too much time and effort on fighting for the merger at a time when the company is facing its own volume-related challenges,” he wrote. “As such, we would view an abandoning of the merger effort as a potential positive for CP shares.”

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Posted by BaltACD on Friday, January 22, 2016 2:14 PM

Never too old to have a happy childhood!

              

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Posted by Ulrich on Friday, January 22, 2016 3:30 PM

dakotafred

Today's statement by CP -- see Newswire -- sounds like Hunter is throwing in the towel. Can't say I'm sorry. While I greatly admire EHH, and it looks like NS really needs to pull up its socks -- to borrow a favorite phrase of John Kneiling's -- I don't think we want Canada poaching another U.S. railroad, to the possible advantage of Vancouver over U.S. ports and with long hauls to CP and CN rather than to UP and BNSF.

In addition, as a North Dakota resident, I can't forgive or forget all of Canada's monkey wrenching of water projects down here. (Obama's veto of XL, while stupid, for the wrong reasons, is appropriate payback.) Scroom.

 

 

If they change the name to "American Pacific" and funnel eatbound loads from Vancouver to the US east coast instead of Toronto/Montreal we should be ok though.. EHH is a red blooded American even if almost no one likes him. Maybe we need to throw in a couple of southerners into HQ  to further dilute  that canuck accent too..

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Posted by schlimm on Friday, January 22, 2016 4:01 PM

BaltACD:

You should spin for the pols.  Highest ever eps for 4th Q.  Today:  CP shares gained 11.62% while NSC dropped 2.11%.   This is based on investors' view that taking over a lagard like NSC was a poor use of CP capital. And NSC dropped because it is not a good investment now.  http://www.fool.com/investing/general/2016/01/22/why-canadian-pacific-railway-limited-usa-shares-po.aspx?source=eogyholnk0000001&utm_source=yahoo&utm_medium=feed&utm_campaign=article 

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Posted by Lyon_Wonder on Friday, January 22, 2016 4:05 PM
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Posted by Ulrich on Friday, January 22, 2016 4:50 PM

CP stock up more than 10% today. NS stock down again..

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Posted by tree68 on Friday, January 22, 2016 7:23 PM

schlimm
You should spin for the pols.

No reason both views can't be true.  If earnings are up 9% but they expected 10%, then earnings fell short...

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Posted by BaltACD on Friday, January 22, 2016 7:31 PM

schlimm

BaltACD:

You should spin for the pols.  Highest ever eps for 4th Q.  Today:  CP shares gained 11.62% while NSC dropped 2.11%.   This is based on investors' view that taking over a lagard like NSC was a poor use of CP capital. And NSC dropped because it is not a good investment now.  http://www.fool.com/investing/general/2016/01/22/why-canadian-pacific-railway-limited-usa-shares-po.aspx?source=eogyholnk0000001&utm_source=yahoo&utm_medium=feed&utm_campaign=article

Earnings, despite being records, did not live up to the analyst's expectations.

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Posted by Ulrich on Friday, January 22, 2016 7:51 PM

Sometimes one has to ignore the anal-ysts...

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Posted by dakotafred on Friday, January 22, 2016 8:39 PM

BaltACD
 
schlimm

BaltACD:

You should spin for the pols.  Highest ever eps for 4th Q.  Today:  CP shares gained 11.62% while NSC dropped 2.11%.   This is based on investors' view that taking over a lagard like NSC was a poor use of CP capital. And NSC dropped because it is not a good investment now.  http://www.fool.com/investing/general/2016/01/22/why-canadian-pacific-railway-limited-usa-shares-po.aspx?source=eogyholnk0000001&utm_source=yahoo&utm_medium=feed&utm_campaign=article

 

 

Earnings, despite being records, did not live up to the analyst's expectations.

 

Maybe not, Balt, but I think it's fair to say CP performed better than most in an unexpectedly tough year. The dropoff in traffic was a surprise to everybody. In 2014 the rails were beaten up for trains that sat awaiting crews. They hired like crazy, and now have had to lay those same people off. (I know one of them.)

A bad business for those people and for the railroads, who invested a lot of money in training. I like to think we'll do better after November.   

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Posted by oltmannd on Saturday, January 23, 2016 1:40 PM

CP had another crazy good year.  What we don't know, is if they are "eating their own foot" to do it.  I'm not sure you can tease that out of a 10K or not.

The latest items that leave me slack-jawed:

EHH sounded surprised that this battle would be political.  He and Ackman called it a street fight.  Street fights have rules?  Not sure if this is arrogance of ignorance or just shooting from the hip.

CP, just now, hired a PR firm to help with this.  JUST NOW?  

CP seems to be surprised by all kinds of things that have happened.  

  • That the STB just won't take their interpretation of the rules at face value.  
  • That NS would fight back so hard and fast.  
  • That UP and BNSF wouldn't just shut up and stay on the sidelines because EHH says they have no reason to be involved.  
  • That the FRA might weigh in on this.
  • That so many large shippers would be against this.
  • That "white papers" full of qualitative opinions would not carry the day

So much of this would seem so obvious that I can hardly believe CP was so ill prepared for the fight they picked.  That really leaves arrogance or ignorance as the only answers.

Perhaps EHH wanted one more RR to run and Ackman smells money from all the NS real estate he thinks can be sold off?  Those two need to stop reading their own press releases...

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Posted by kgbw49 on Saturday, January 23, 2016 2:37 PM

If one looks at EHH's experience in prior merger acquisitions, they have all been relatively small, regional-at-most acquisitions that when pieced together allowed him to create different route options.

We all recall that EHH was at IC when CN initiated that merger. If we look at CN's "merger family tree" since deregulation, that was the single biggest merger acquisition done by CN.

If I recall correctly, CN under EHH acquired Wisconsin Central to create a "new" CN loop around the west side of the Great Lakes, and the DM&IR and EJ&E to strengthen that loop. He acquired BC Rail as another nice regional supplier of carloads, and there were other sundry transactions along the way of smaller size.

I am thinking that all of these transactions spearheaded by EHH were classified as "minor transactions" under the former merger rules (for those in the US), and even the CN acquisiton of IC was not nearly of the scale of an acquisition as buying one of the US "Big Four" would be.

But it almost looks like the expectation of those in charge at Calgary was that buying NS would get the same reaction as when CN bought Wisconsin Central.

The relative surprise at the reaction reminds me of the surprise expressed by Target after they tried to expand into Canada and got crushed by Canadian Tire. They thought they could just show up and do everything the same as in the past and it would work out great.

Maybe CP will still pull this off somehow but it seems that resistance is definitely growing.

I am thinking that unless CP ends up partnering with either BNSF or UP to do a Conrail-style carve up of NS, the track ahead sure looks to be a stub-ended siding.

And even then, is it even the right time with railroads struggling to meet the PTC deadline? That next deadline will again come all too rapidly.

Interesting times indeed!

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Posted by schlimm on Saturday, January 23, 2016 4:05 PM

Maybe they will merge, probably not.  However, I would note the high level of outrage at the proposal and the demonizing of EHH (whom I dislike) and Ackman by all those champions of free enterprise on here.   Sounds a lot like a hidden agenda, since it's really just capitalism in action.

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Posted by oltmannd on Saturday, January 23, 2016 4:18 PM

schlimm

Maybe they will merge, probably not.  However, I would note the high level of outrage at the proposal and the demonizing of EHH (whom I dislike) and Ackman by all those champions of free enterprise on here.   Sounds a lot like a hidden agenda, since it's really just capitalism in action.

 

It is capitalism in action.  

The problem is it's a bad deal.

If the premium was decent, say 30% over $85-90 price that NS should command (and not the latest low...)

And, the deal was mostly cash...

And/or there was a decent chance EHH could work some magic worth anywhere near what they're claiming and make it stick for a decade or two...

Then you might have something.

But none of this is true, so its a bad deal

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Posted by schlimm on Saturday, January 23, 2016 4:34 PM

That's not how market finance works.  Folks pay a premium over what the market says NSC is worth, and given its performance, the price has dropped a bunch.   You may not like it but that's the way it is.   And the NSC price probably won't approach what you think is fair for several years. Most investors have myopia these days, fair or not.  So much of it is determined by psychology rather than fundamentals.

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Posted by ruderunner on Sunday, January 24, 2016 6:20 AM

schlimm

That's not how market finance works.  Folks pay a premium over what the market says NSC is worth, and given its performance, the price has dropped a bunch.   You may not like it but that's the way it is.   And the NSC price probably won't approach what you think is fair for several years. Most investors have myopia these days, fair or not.  So much of it is determined by psychology rather than fundamentals.

 

I know this thread is about NS and CP but I'd like to point out that all the class ones have basically had their teeth kicked in the last six months. I did some checking on stock prices and it seems that NS is on par with the losses the others have suffered, if not slightly smaller than the others.

So is NS really a weak sister or is it just fine in the big picture?

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Posted by oltmannd on Sunday, January 24, 2016 6:34 AM

schlimm
That's not how market finance works.  Folks pay a premium over what the market says NSC is worth, and given its performance, the price has dropped a bunch.   You may not like it but that's the way it is.   And the NSC price probably won't approach what you think is fair for several years. Most investors have myopia these days, fair or not.  So much of it is determined by psychology rather than fundamentals.

Don't disagree at all.  But, all it would take is a couple of "lights out" quarters to change the perception. Stay tuned....

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Posted by Victrola1 on Tuesday, January 26, 2016 9:06 AM

Duckworth Calls For Federal Review Of Canadian Pacific’s Proposed Hostile Takeover Of American-Owned Norfolk Southern Railway

 

Following reports that Canadian Pacific may attempt to sidestep federal law as it seeks to acquire Norfolk Southern Railway through an unsolicited merger, Congresswoman Tammy Duckworth (IL-08) today called on the federal Surface Transportation Board (STB) to thoroughly review the Canadian company’s takeover proposal to ensure it meets statutory requirements and is in the American public’s interests. Congresswoman Duckworth is the Ranking Member of the House Oversight and Government Reform Subcommittee on Transportation and Public

http://duckworth.house.gov/index.php/media-center/press-releases/793-duckworth-calls-for-federal-review-of-canadian-pacific-s-proposed-hostile-takeover-of-american-owned-norfolk-southern-railway

 

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Posted by carnej1 on Tuesday, January 26, 2016 11:18 AM

Victrola1

Duckworth Calls For Federal Review Of Canadian Pacific’s Proposed Hostile Takeover Of American-Owned Norfolk Southern Railway

 

Following reports that Canadian Pacific may attempt to sidestep federal law as it seeks to acquire Norfolk Southern Railway through an unsolicited merger, Congresswoman Tammy Duckworth (IL-08) today called on the federal Surface Transportation Board (STB) to thoroughly review the Canadian company’s takeover proposal to ensure it meets statutory requirements and is in the American public’s interests. Congresswoman Duckworth is the Ranking Member of the House Oversight and Government Reform Subcommittee on Transportation and Public

http://duckworth.house.gov/index.php/media-center/press-releases/793-duckworth-calls-for-federal-review-of-canadian-pacific-s-proposed-hostile-takeover-of-american-owned-norfolk-southern-railway

 

 

I'm not a fan of the merger porposal but frankly that looks like Congresssional showboating: Every aspect of this will be gone over with a microscope when/if the Federal approval process begins..

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Posted by GARTH STEVENSON on Monday, February 1, 2016 6:27 PM

Ulrich
 
dakotafred

Today's statement by CP -- see Newswire -- sounds like Hunter is throwing in the towel. Can't say I'm sorry. While I greatly admire EHH, and it looks like NS really needs to pull up its socks -- to borrow a favorite phrase of John Kneiling's -- I don't think we want Canada poaching another U.S. railroad, to the possible advantage of Vancouver over U.S. ports and with long hauls to CP and CN rather than to UP and BNSF.

In addition, as a North Dakota resident, I can't forgive or forget all of Canada's monkey wrenching of water projects down here. (Obama's veto of XL, while stupid, for the wrong reasons, is appropriate payback.) Scroom.

 

 

 

 

If they change the name to "American Pacific" and funnel eatbound loads from Vancouver to the US east coast instead of Toronto/Montreal we should be ok though.. EHH is a red blooded American even if almost no one likes him. Maybe we need to throw in a couple of southerners into HQ  to further dilute  that canuck accent too..

 

I hope and believe that no Canadian government would ever allow that to happen. CP (or CPR as we older Canadians call it) is a national icon, something that Americans (including Harrison) don't understand. And please don't call us "Canucks". Although the word has lost some of its shock value because of Vancouver's  hockey team, it was originally a derogatory racist epithet used in reference to French speaking immigrants in New England.

 

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Posted by dakotafred on Monday, February 1, 2016 8:08 PM

GARTH STEVENSON
 
Ulrich
 
dakotafred

Today's statement by CP -- see Newswire -- sounds like Hunter is throwing in the towel. Can't say I'm sorry. While I greatly admire EHH, and it looks like NS really needs to pull up its socks -- to borrow a favorite phrase of John Kneiling's -- I don't think we want Canada poaching another U.S. railroad, to the possible advantage of Vancouver over U.S. ports and with long hauls to CP and CN rather than to UP and BNSF.

In addition, as a North Dakota resident, I can't forgive or forget all of Canada's monkey wrenching of water projects down here. (Obama's veto of XL, while stupid, for the wrong reasons, is appropriate payback.) Scroom.

 

 

 

 

If they change the name to "American Pacific" and funnel eatbound loads from Vancouver to the US east coast instead of Toronto/Montreal we should be ok though.. EHH is a red blooded American even if almost no one likes him. Maybe we need to throw in a couple of southerners into HQ  to further dilute  that canuck accent too..

 

 

 

I hope and believe that no Canadian government would ever allow that to happen. CP (or CPR as we older Canadians call it) is a national icon, something that Americans (including Harrison) don't understand. And please don't call us "Canucks". Although the word has lost some of its shock value because of Vancouver's  hockey team, it was originally a derogatory racist epithet used in reference to French speaking immigrants in New England.

 

 

 

Thanks for the history lesson, and here's one for you. Ulrich is a Canadian and can, I should think, use "canuck" in a lighthearted way if he wants to.

The point of view of most of us on here seems to be that Canada can keep its "national icon." We've got national railroad icons of our own, including NS. Remember on which side of the border this proposition originated.

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Posted by BC2 on Tuesday, February 2, 2016 7:36 AM

dakotafred

 

 
GARTH STEVENSON
 
Ulrich
 
dakotafred

Today's statement by CP -- see Newswire -- sounds like Hunter is throwing in the towel. Can't say I'm sorry. While I greatly admire EHH, and it looks like NS really needs to pull up its socks -- to borrow a favorite phrase of John Kneiling's -- I don't think we want Canada poaching another U.S. railroad, to the possible advantage of Vancouver over U.S. ports and with long hauls to CP and CN rather than to UP and BNSF.

In addition, as a North Dakota resident, I can't forgive or forget all of Canada's monkey wrenching of water projects down here. (Obama's veto of XL, while stupid, for the wrong reasons, is appropriate payback.) Scroom.

 

 

 

 

If they change the name to "American Pacific" and funnel eatbound loads from Vancouver to the US east coast instead of Toronto/Montreal we should be ok though.. EHH is a red blooded American even if almost no one likes him. Maybe we need to throw in a couple of southerners into HQ  to further dilute  that canuck accent too..

 

 

 

I hope and believe that no Canadian government would ever allow that to happen. CP (or CPR as we older Canadians call it) is a national icon, something that Americans (including Harrison) don't understand. And please don't call us "Canucks". Although the word has lost some of its shock value because of Vancouver's  hockey team, it was originally a derogatory racist epithet used in reference to French speaking immigrants in New England.

 

 

 

 

 

Thanks for the history lesson, and here's one for you. Ulrich is a Canadian and can, I should think, use "canuck" in a lighthearted way if he wants to.

The point of view of most of us on here seems to be that Canada can keep its "national icon." We've got national railroad icons of our own, including NS. Remember on which side of the border this proposition originated.

 

And this is the ultimate reason the merger (takeover) will never pass regulatory approval. Just as Canada will never allow CP to fall under foreign ownership, the US will never allow such a major part of the rail infrastructure do the same. National interests and pride will kill the deal if it makes it makes it that far.

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Posted by Ulrich on Tuesday, February 2, 2016 10:24 AM

Canuck is really not a derogatory term. There's a hockey team called the Vancouver Canucks, a ski team from the 70s who called themselves the Crazy Canucks, and then just about every city in Canada has a canuck something like Canuck Heating & Air Conditioning.. Canuck Roofing etc. I'm even called a canuck by my American friends occasionally and I'm not offended. It's like calling an American a yank I guess... most don't get too worked up over it.

Nationalism may very well play a hand in how the next round of mergers plays out. But its not as if Canadian Pacific is a Canadian railroad anymore. The company is owned by shareholders on both sides of the border and around the world. THE HQ may be in Canada, but the Company's top brass is American. Should a merger between NS and CP come to pass I'm sure there will be some discussion about where the new HQ should be as well as renaming the railroad. Somehow I really doubt it will have the word "Canadian" in it.  The reality is that Americans are up here in a big way, and we're going to be part of your economy in a big way.  I certainly have no qualms about selling into the United States and competing with Americans head to head on their own turf. And American companies are the same way up here.. Its open season, and the only thing that really matters is how good you are at whatever it is that you do.. your nationality or what you call yourself has nothing to do with it.

 

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Posted by tree68 on Tuesday, February 2, 2016 12:14 PM

Ulrich
Canuck is really not a derogatory term.

(Sidebar alert)  Nicknames are what you make them.  Bible scholars will recall that Judas' name was used as an insult directed at - Judas...

For a number of years in the 70's, "Okie" was embraced as a positive thing by Oklahomans.  Stickers abounded, awards were given, there was even a song.

Then they got a new governor who considered the term derogatory, and his staff went around the state capitol scraping off all the stickers, etc.  The term was persona non grata.

It's what you make it.

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