Pershing Square proxy circular fails to present a credible case for change and continues to make misleading and inaccurate statements about CP

CALGARY, April 5, 2012 /CNW/ - Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) today issued the following statement in response to Pershing Square's proxy circular. John E. Cleghorn, Chairman of the Board, said:

"Pershing Square continues its pattern of making misleading and inaccurate statements about CP and fails to present any plan or even concrete suggestions to achieve its previously stated target of a 65 per cent operating ratio by 2015.  Even after over five months, Pershing Square is still unable to articulate any plan that would deliver results comparable to CP's Multi-Year Plan."

"The Board believes that Pershing Square's repeated proposal to replace CP's CEO, Fred Green, with Hunter Harrison would delay and damage CP's value-generating plan and would undermine CP's ongoing initiatives to increase volume and improve operations and profitability. A number of CP customers have expressed concerns about the risk and disruption that would occur should Hunter Harrison be installed as CEO of CP. We have received strong customer support for our progress, and we expect further growth as we continue to deliver strong service execution."

"The CP Board has extensive experience in railroading and other relevant fields to oversee the implementation of the Multi-Year Plan and is holding management accountable for the results. The Board has reviewed and verified the Company's Multi-Year Plan, which is producing record operating metrics - a leading indicator of financial results. CP's Board and management team are focused on maximizing shareholder value by driving volume growth, expanding network capacity to safely and efficiently support higher volumes and controlling costs."

CP notes the following comments about CP made by the same independent financial analysts quoted by Pershing Square in its proxy circular¹:

• "CP has a well developed plan for OR improvement based on detailed productivity drivers, growth with their key customers, and solid pricing gains." (Thomas Wadewitz of J.P. Morgan, February 21, 2012)
  
  
• "[R]ecent operating performance has been very strong (carloads are up 7.8% QTD, leading growth amongst the Class I rails, and velocity is up 27%), which is likely to drive solid financial performance in the near-term." (Christian Wetherbee of Citi, March 23, 2012)
  
  
• "First quarter 2012 is posting significant gains above [BAML] targets, as volumes are up 7.5% quarter-to-date, 280 bps above [BAML's] target, and velocity has averaged 25 mph quarter-to-date, up 27% year-over-year." (Ken Hoexter of Bank of America Merrill Lynch, March 22, 2012)

Use only CP's WHITE universal proxy, which offers shareholders a clear and fair means of choosing the best board to serve CP shareholders - do NOT use Pershing Square's blue proxy. The CP Board recommends that shareholders vote for the CP nominees, including William Ackman of Pershing Square.

Shareholders with questions about how to use the WHITE universal proxy should contact MacKenzie Partners, Inc. at 1-800-322-2885 or Georgeson at 1-866-374-9187.

¹ Permission to use quotes neither sought nor obtained.  The views expressed and numbers cited by independent financial analysts are their own and are not necessarily endorsed by CP.

Note on Forward-Looking Information

This news release contains certain forward-looking information within the meaning of applicable securities laws relating, but not limited, to our operations, priorities and plans, anticipated financial performance, business prospects, planned capital expenditures, programs and strategies.  This forward-looking information also includes, but is not limited to, statements concerning expectations, beliefs, plans, goals, objectives, assumptions and statements about possible future events, conditions, and results of operations or performance.  Forward-looking information may contain statements with words such as "anticipate", "believe", "expect", "plan" or similar words suggesting future outcomes.

Undue reliance should not be placed on forward-looking information as actual results may differ materially from the forward-looking information.  Forward-looking information is not a guarantee of future performance.  By its nature, CP's forward-looking information involves numerous assumptions, inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking information, including but not limited to the following factors: changes in business strategies; general North American and global economic, credit and business conditions; risks in agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures; industry capacity; shifts in market demand; inflation; changes in laws and regulations, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; uncertainties of investigations, proceedings or other types of claims and litigation; labour disputes; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; effects of changes in market conditions and discount rates on the financial position of pension plans and investments, including long-term floating rate notes; and various events that could disrupt operations, including severe weather, droughts, floods, avalanches and earthquakes as well as security threats and governmental response to them, and technological changes.  The foregoing list of factors is not exhaustive.

These and other factors are detailed from time to time in reports filed by CP with securities regulators in Canada and the United States.  Reference should be made to "Management's Discussion and Analysis" in CP's annual and interim reports, Annual Information Form and Form 40-F.  Readers are cautioned not to place undue reliance on forward-looking information.  Forward-looking information is based on current expectations, estimates and projections and it is possible that predictions, forecasts, projections, and other forms of forward-looking information will not be achieved by CP.  Except as required by law, CP undertakes no obligation to update publicly or otherwise revise any forward-looking information, whether as a result of new information, future events or otherwise.

About Canadian Pacific
Canadian Pacific (TSX:CP)(NYSE:CP) operates a North American transcontinental railway providing freight transportation services, logistics solutions and supply chain expertise. Incorporating best-in-class technology and environmental practices, CP is re-defining itself as a modern 21st century transportation company built on safety, service reliability and operational efficiency. Visit www.CPonTrack.com and see how Canadian Pacific is further driving shareholder value.

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