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Rail News Home Canadian Pacific 9/5/2021 Rail News: Canadian Pacific
Canadian Pacific is ready to reengage with Kansas City Southern's board following its determination that CP's revised offer can reasonably be expected to lead to a “company superior proposal,” CP officials said yesterday in a press release."We look forward to re-engaging with the KCS Board of Directors to advance this unique and achievable Class I combination that provides compelling short- and long-term value," said CP President and Chief Executive Officer Keith Creel.Yesterday, KCS announced that its board unanimously determined that the unsolicited proposal received from CP on Aug. 31 to acquire KCS in a cash and stock transaction valued by CP at $300 per KCS share could reasonably be expected to lead to a company superior proposal as defined in KCS's merger agreement with CN.CP last week week reaffirmed its offer originally submitted Aug. 10 and resubmitted Aug. 31 to combine with KCS. CP believes it ought to be deemed a superior proposal and has placed a deadline of Sept. 12 on that offer.The proposed transaction values KCS at $300 per share, representing a 34% premium, based on the CP closing price on Aug. 9 and KCS unaffected closing price on March 19. Following the closing into a voting trust, common shareholders of KCS will receive 2.884 CP common shares and $90 in cash for each share of KCS common stock held. The proposed transaction includes the assumption of $3.8 billion of outstanding KCS debt, CP officials said.On Aug. 31, the Surface Transportation Board unanimously rejected CN and KCS's joint motion for approval for use of a voting trust. That clearly shows that the CN-KCS merger proposal is illusory and not achievable, CP officials said.KCS remains bound by the terms of the CN merger agreement, and KCS's board has not determined that CP's proposal in fact constitutes a company superior proposal. In addition, KCS noted yesterday that there can be no assurance that the discussions with CP will result in a transaction.As previously announced on May 21, KCS entered into a merger agreement with CN, pursuant to which CN agreed to acquire KCS in a stock and cash transaction valued at $325 per KCS share based on the CN and KCS closing prices on May 12.

Rail News Home Kansas City Southern 9/4/2021 Rail News: Kansas City Southern
Kansas City Southern today announced that its board has unanimously determined that the unsolicited proposal received from Canadian Pacific on Aug. 31 to acquire KCS in a cash and stock transaction valued by CP at $300 per KCS share could reasonably be expected to lead to a “company superior proposal” as defined in KCS’s merger agreement with CN.KCS intends to provide CP with nonpublic information and to engage in discussions and negotiations with CP with respect to CP’s proposal, subject in each case to the requirements of the CN merger agreement, KCS officials said in a press release.KCS remains bound by the terms of the CN merger agreement, and KCS's board has not determined that CP's proposal in fact constitutes a company superior proposal. In addition, KCS notes that there can be no assurance that the discussions with CP will result in a transaction, the press release stated.As previously announced on May 21, KCS entered into a merger agreement with CN, pursuant to which CN agreed to acquire KCS in a stock and cash transaction valued at $325 per KCS share based on the CN and KCS closing prices on May 12.

Rail News Home Kansas City Southern 9/3/2021 Rail News: Kansas City Southern
Kansas City Southern has rescheduled until Sept. 24 a special meeting of stockholders to vote on the CN merger agreement and other proposals.KCS adjourned the special meeting that had been scheduled for today.All stockholders of record of KCS common stock and KCS 4% non-cumulative preferred stock as of the close of business on July 1, 2021, remain entitled to vote their shares at the special meeting, KCS officials said in a press release.As previously disclosed, KCS is working to evaluate its options and the KCS Board of Directors will continue to make decisions based on the best interests of the company and its stockholders, they said.Earlier this week, after the Surface Transportation Board rejected the use of a voting trust in the proposed CN-KCS merger, KCS confirmed that it received an unsolicited proposal from Canadian Pacific reaffirming CP’s interest in acquiring KCS.